SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                                   FORM 10-K/A

                                 AMENDMENT NO. 1

                        FOR ANNUAL AND TRANSITION REPORTS
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
(Mark One)

   [X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the fiscal year ended December 31, 2001

         OR

   [ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the transition period from _____ to ______


                       Commission file number (333-39418)

                              CHILES OFFSHORE INC.
          -------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


            Delaware                                    76-0656029
-----------------------------------         ------------------------------------
 (State or Other Jurisdiction               (I.R.S. Employer Identification No.)
of Incorporation or Organization)


11200 Richmond Avenue, Suite 490, Houston, Texas               77082-2618
------------------------------------------------            ----------------
  (Address of Principal Executive Offices)                     (Zip Code)


                                 (713) 339-3777
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


Securities registered pursuant to Section 12 (b) of the Act:

                                                    Name of Each Exchange
         Title of Each Class                         on Which Registered
         -------------------                    ------------------------------
Common Stock, par value $.01 per share             American Stock Exchange


Securities registered pursuant to Section 12 (g) of the Act:

                                      None
                  ---------------------------------------------
                                (Title of Class)


         Indicate by check mark whether each of the registrants: (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that such registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No __

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.

         The aggregate market value of the voting stock of the registrant held
by non-affiliates as of March 21, 2002 was approximately $404,245,493. The total
number of shares of common stock issued and outstanding as of March 21, 2002 was
20,262,932.

DOCUMENTS INCORPORATED BY REFERENCE:

         The registrant's definitive proxy statement to be filed with the
Commission pursuant to Regulation 14A within 120 days after the end of the
registrant's last fiscal year is incorporated by reference into Items 10 through
13, Part III of this annual report on Form 10-K.



NY2:\1140311\02\_fvb02!.DOC\35287.0003
<PAGE>
                                EXPLANATORY NOTE

         This Amendment No. 1 on Form 10-K/A to the Annual Report of Chiles
Offshore Inc., amends and restates in its entirety Item 4a of Part I as follows:



ITEM 4a.   Executive Officers of the Registrant

Our executive officers serve at the pleasure of our Board of Directors. Below,
is a list of the name, age and position held by each of our executive officers
as of March 21, 2002.

<TABLE>
<CAPTION>
Name                                    Age       Title
----                                    ---       -----
<S>                                     <C>       <C>
William Chiles..................         53       President and Chief Executive Officer
Dick Fagerstal..................         41       Senior Vice President, Chief Financial Officer and Secretary
Donald Gregg....................         63       Senior Vice President--Operations and Engineering
William Hopkins.................         60       Vice President--Human Resources
Bruce Brumley...................         47       Vice President--Operations
Gabe Padilla....................         51       Vice President--Engineering
Chris Pinkard...................         47       Vice President--Marketing

</TABLE>

William Chiles has served as our President and Chief Executive Officer since
August 1997. Mr. Chiles has also served as a director since August 1997. In
March 1997, Mr. Chiles and Donald Gregg led the formation of our predecessor.
Mr. Chiles has extensive management experience in offshore drilling operations.
From May 1996 until March 1997, he served as Senior Vice President--Drilling
Operations of Cliffs Drilling Company, responsible for the operation of its
worldwide fleet. From 1992 to May 1996, Mr. Chiles served as President and Chief
Executive Officer of Southwestern Offshore Corporation, a company he founded in
1992 and whose drilling rigs and equipment were acquired by Cliffs Drilling
Company in 1996. Mr. Chiles co-founded Chiles Offshore Corporation in 1987 and
in 1977 he co-founded Chiles Drilling Company, each of which was an offshore
contract drilling company.

Dick Fagerstal has served as our Senior Vice President and Chief Financial
Officer since August 1997. Mr. Fagerstal has also served as a director since
August 1997 and as our Secretary since February 1998. In addition, Mr. Fagerstal
has served as the Vice President, Finance of SEACOR SMIT Inc. ("SEACOR") since
August 1997 and has held the additional position of Treasurer of SEACOR since
May 2000. Before 1997, and for more than five years prior to 1997, Mr. Fagerstal
worked as a bank officer with Den norske Bank ASA, New York Branch.

Donald Gregg has served as our Senior Vice President--Operations and Engineering
since August 1997. Mr. Gregg joined with Mr. Chiles in the formation of our
predecessor in March 1997. From May 1994 until March 1997, Mr. Gregg formed and
served as the President of International Renovators, Inc., a company which
provided technical assistance, engineering and regulatory consulting services to
the offshore drilling industry. From October 1996 to March 1997, Mr. Gregg was
an employee of Cliffs Drilling Company. From February 1992 to May 1994, Mr.
Gregg held various positions at Chiles Drilling Company and its successors,
including Vice President--Engineering, Vice President--Operations and Vice
President--Marketing.

William Hopkins has served as our Vice President--Human Resources since November
1997. From March 1995 to October 1997, Mr. Hopkins served as an area executive
and senior consultant for Right Management Consultants, an international human
resources management consulting firm providing services to the contract drilling
and other oilfield service industries. From April 1992 to February 1995, Mr.
Hopkins served as a Director of Safety, Training and Environmental Management of
Tidewater, Inc., a major oilfield service company.


                                       2
<PAGE>
Bruce Brumley has served as our Vice President--Operations since February 2001.
From November 1997 to January 2001, Mr. Brumley served as our Operations
Manager. From 1990 to 1997, Mr. Brumley was Drilling Superintendent and Area
Manager for Rowan Drilling Company, and prior to that time, held various
positions at Chiles Drilling Company.

Gabe Padilla has served as our Vice President--Engineering since February 2001.
From November 1997 to January 2001, Mr. Padilla served as our Engineering
Manager. From 1994 to 1997, Mr. Padilla was Manger of Projects at Noble Drilling
Company and, prior to that time, served as Engineering Manager for Chiles
Drilling Company. Mr. Padilla has been involved in the design and construction
of offshore rigs and equipment since 1977.

Chris Pinkard has served as our Vice President--Marketing since February 2001.
From November 1994 to January 2001, Mr. Pinkard was the Vice President of Sales
for Southwestern Offshore Corporation and its successors. During 1994, Mr.
Pinkard held sales positions with International Oilfield Services Inc. and NR
Marine and prior to that time held various positions with Western Oceanic, Inc.,
including Drilling Superintendent, Rig Manager and Sales Manager.














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<PAGE>
                                    SIGNATURE

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this Amendment
to be signed on its behalf by the undersigned, thereunto duly authorized, on
April 2, 2002.

                                CHILES OFFSHORE INC.

                                By:/ s/ Dick Fagerstal
                                    -------------------------------------------
                                    Dick Fagerstal
                                    Senior Vice President, Chief Financial
                                    Officer and Secretary












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