SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                                   FORM 10-K/A

                                 AMENDMENT NO. 2

                        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.


<PAGE>
                                EXPLANATORY NOTE

         This Amendment No. 2 on Form 10-K/A to the Annual Report on Form 10-K
of Chiles Offshore Inc., amends and restates in its entirety Item 14 of Part IV.
This Amendment No. 2 is being made solely to file herewith Exhibits
10.22 through 10.25, which Exhibits were inadvertantly omitted from Chiles
Offshore Inc.'s Annual Report of Form 10-K and to amend the description of
Exhibit 10.22.


ITEM 14. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES, AND REPORTS ON FORM 8-K

(a)  INDEX TO FINANCIAL STATEMENTS, FINANCIAL STATEMENT SCHEDULES AND EXHIBITS

(1)      Financial Statements

         See Index to Consolidated Financial Statements on F-1 of this Annual
         Report on Form 10-K.

(2)      Financial Statement Schedules

         No schedules have been included herein because the information required
         to be submitted has been included in the Consolidated Financial
         Statements or the notes thereto, or the required information is
         inapplicable.

(3)      Exhibit Index -


Exhibit No.                             Description
-----------                             -----------

2.1*            Agreement and Plan of Merger, dated as of July 25, 2001, by and
                between Chiles Offshore Inc. and GIA2, Inc. (incorporated by
                reference to Exhibit 2.1 to Chiles Offshore Inc.'s Current
                Report on Form 8-K filed with the Commission August 9, 2001).

3.1*            Second Amended and Restated Operating Agreement of Chiles
                Offshore, LLC, dated as of May 1, 2000 (incorporated herein by
                reference to exhibit 3.1 to the Registration Statement on Form
                S-1 (No. 333-39418) filed with the Commission on June 15, 2000).

3.2*            Amendment, dated as of June 14, 2000, to Second Amended and
                Restated Operating Agreement of Chiles Offshore LLC
                (incorporated herein by reference to exhibit 3.2 to the
                Registration Statement on Form S-1 (No. 333-39418) filed with
                the Commission on June 15, 2000).

3.3*            Form of Certificate of Incorporation of Chiles Offshore Inc.
                (incorporated herein by reference to exhibit 3.3 to Amendment
                No. 2 to the Registration Statement on Form S-1 (No. 333-39418)
                filed with the Commission on July 24, 2000).

3.4*            Form of Bylaws of Chiles Offshore Inc. (incorporated herein by
                reference to exhibit 3.4 to Amendment No. 3 to the Registration
                Statement on Form S-1 (No. 333-39418) filed with the Commission
                on August 11, 2000).

3.5*            Certificate of Formation of Chiles Offshore LLC, dated as of
                July 31, 1997 (incorporated herein by reference to exhibit 3.5
                to Amendment No. 1 to the Registration Statement on Form S-1
                (No. 333-39418) filed with the Commission on July 7, 2000).

3.6*            Form of Certificate of Conversion (incorporated herein by
                reference to exhibit 3.6 to Amendment No. 3 of the Registration
                Statement on Form S-1 (No. 333-39418) filed with the Commission
                on August 11, 2000).

                                       2
<PAGE>
Exhibit No.                             Description
-----------                             -----------

3.7*            Certificate of Amendment to the Certificate of Incorporation of
                Chiles Offshore Inc., effective as of August 13, 2001
                (incorporated herein by reference to Exhibit 3.1 to Chiles
                Offshore Inc.'s Quarterly Report on Form 10-Q for the period
                ended June 30, 2001 filed with the Commission on August 14,
                2001).

3.8*            Amended and Restated By-Laws of Chiles Offshore Inc., effective
                as of July 10, 2001 (incorporated herein by reference to Exhibit
                3.2 to Chiles Offshore Inc.'s Quarterly Report on Form 10-Q for
                the period ended June 30, 2001 filed with the Commission on
                August 14, 2001).

4.1*            Form of Specimen Certificate of Common Stock of Chiles Offshore
                Inc. (incorporated herein by reference to exhibit 4.1 to
                Amendment No. 2 to the Registration Statement on Form S-1 (No.
                333-39418) filed with the Commission on July 24, 2000).

10.1*           Platform Construction Agreement, dated April 6, 2000, by and
                between Keppel FELS Limited and Chiles Offshore LLC relating to
                the Chiles Discovery (incorporated herein by reference to
                exhibit 10.1 to the Registration Statement on Form S-1 (No.
                333-39418) filed with the Commission on June 15, 2000).

10.2*           Platform Construction Agreement, dated April 6, 2000, by and
                between AMFELS, Inc. and Chiles Offshore LLC related to the
                Chiles Galileo, including the Letter regarding Platform
                Construction Agreement, dated October 3, 2000 and related
                material (incorporated herein by reference to exhibit 10.2 to
                the Annual Report on Form 10-K for the year ended December 31,
                2000).

10.3*           Master Option Agreement, dated April 6, 2000, by and among
                Chiles Offshore LLC, Keppel FELS Limited and AMFELS, Inc.
                (incorporated herein by reference to exhibit 10.3 to the
                Registration Statement on Form S-1 (No. 333-39418) filed with
                the Commission on June 15, 2000).

10.5*           Commission Agreement, dated April 1, 2000, between Bassoe
                Offshore (USA), Inc. and Chiles Offshore LLC (incorporated
                herein by reference to exhibit 10.5 to the Registration
                Statement on Form S-1 (No. 333-39418) filed with the Commission
                on June 15, 2000).

10.6*           Commission Agreement, dated April 1, 2000, among Bassoe Offshore
                (USA), Inc., SEACOR SMIT Inc. and Chiles Offshore LLC
                (incorporated herein by reference to exhibit 10.6 to the
                Registration Statement on Form S-1 (No. 333-39418) filed with
                the Commission on June 15, 2000).

10.7*           Amended and Restated Management and Administrative Services
                Agreement, dated as of July 18, 2000, by and between SEACOR SMIT
                Inc. and Chiles Offshore LLC (incorporated herein by reference
                to exhibit 10.7 to Amendment No. 2 to the Registration Statement
                on Form S-1 (No. 333-39418) filed with the Commission on July
                24, 2000).

10.8*, **       Employment Agreement, dated November 1, 1997, by and between
                William E. Chiles and Chiles Offshore LLC (incorporated herein
                by reference to exhibit 10.8 to the Registration Statement on
                Form S-1 (No. 333-39418) filed with the Commission on June 15,
                2000).

10.9*, **       Extension of Term under Employment Agreement, dated November
                1, 1997, between Chiles Offshore LLC and William E. Chiles
                (incorporated herein by reference to exhibit 10.9 to the
                Registration Statement on Form S-1 (No. 333-39418) filed with
                the Commission on June 15, 2000).


                                       3
<PAGE>
Exhibit No.                             Description
-----------                             -----------

10.10*, **      2000 Stock Option Plan (incorporated herein by reference to
                exhibit 10.10 to Amendment No. 2 to the Registration Statement
                on Form S-1 (No. 333-39418) filed with the Commission on July
                24, 2000).

10.11*, **      Severance Benefits Agreement, dated June 12, 2000, among Chiles
                Offshore LLC and Gabriel Padilla, William H. Hopkins, William A.
                Thorogood, Donald B. Gregg and George Bruce Brumley
                (incorporated herein by reference to exhibit 10.11 to the
                Registration Statement on Form S-1 (No. 333-39418) filed with
                the Commission on June 15, 2000).

10.12*          Registration Rights Agreement, dated as of June 15, 2000 among
                Chiles Offshore LLC and the Holders named therein (incorporated
                herein by reference to exhibit 10.16 to Amendment No. 2 to the
                Registration Statement on Form S-1 (No. 333-39418) filed with
                the Commission on July 24, 2000).

10.13*          Letter Agreement, dated August 5, 1997, between Chiles Offshore
                LLC and Bassoe Rig Partners Ltd. (incorporated herein by
                reference to exhibit 10.19 to the Registration Statement on Form
                S-1 (No. 333-39418) filed with the Commission on June 15, 2000).

10.14*          Commitment Letter, dated April 4, 2000, by Keppel TatLee Bank
                (incorporated herein by reference to exhibit 10.20 to Amendment
                No. 1 to the Registration Statement on Form S-1 (No. 333-39418)
                filed with the Commission on July 7, 2000).

10.15*          Agreement with Respect to Ownership of the Tonala, dated as of
                July 20, 2000, by and between Chiles Offshore LLC, Perforadora
                Central, S.A. de C.V., Grupo Industrial Atlantida, S.A. de C.V.,
                Patricio Alvarez Morphy, Javier Alvarez Morphy, Luis Alvarez
                Morphy and Enrique Chaves Quintana (incorporated herein by
                reference to exhibit 10.22 to Amendment No. 2 to the
                Registration Statement on Form S-1 (No. 333-39418) filed with
                the Commission on July 24, 2000).

10.16*          Amendment No. 1 to the Chiles Offshore Inc. 2000 Stock Option
                Plan (incorporated herein by reference to exhibit 10.1 to the
                Quarterly Report on Form 10-Q for the fiscal quarter ending
                September 30, 2000 filed with the Commission on November 14,
                2000).

10.17*          Amendment to Bareboat Charter, dated November 10, 2000, between
                Chiles Offshore Inc. and Perforadora Central, S.A. de C.V.
                (incorporated herein by reference to exhibit 10.2 to the
                Quarterly Report on Form 10-Q for the fiscal quarter ending
                September 30, 2000 filed with the Commission on November 14,
                2000).

10.18*          Amendment No. 1 to Agreement with Respect to Ownership of the
                Tonala, dated November 10, 2000, among Chiles Offshore Inc.,
                Perforadora Central, S.A. de C.V., Grupo Industrial Atlantida,
                S.A. de C.V., Patricio Alvarez Morphy, Javier Alvarez Morphy,
                Luis Alverez Morphy and Enrique Chavez Quintana (incorporated
                herein by reference to exhibit 10.3 to the Quarterly Report on
                Form 10-Q for the fiscal quarter ending September 30, 2000 filed
                with the Commission on November 14, 2000).

10.19*          Amended and Restated Credit Agreement, dated as of December 7,
                2000 among Chiles Offshore Inc. and Fortis Capital Corp, Nedship
                Bank N.V. and Den norske Bank ASA (incorporated herein by
                reference to exhibit 10.25 to the Annual Report on Form 10-K for
                the year ended December 31, 2000).


                                       4
<PAGE>
Exhibit No.                             Description
-----------                             -----------

10.20*          Rig Finance Agreement, dated as of November 22, 2000, by and
                among Chiles Discovery LLC, the financial institutions listed
                therein and Keppel Tatlee Bank Limited, as agent (incorporated
                herein by reference to exhibit 10.26 to the Annual Report on
                Form 10-K for the year ended December 31, 2000).

10.21*          Commitment Letter, dated December 22, 2000, by Citibank, N.A.
                (incorporated herein by reference to exhibit 10.27 to the Annual
                Report on Form 10-K for the year ended December 31, 2000)

10.22+          Contract for Hire of the Drilling Unit Chiles Coronado,
                effective as of July 10, 2001, between BP Trinidad and Tobago
                LLC and Chiles Offshore Inc.

10.23+          Drilling Contract, dated June 21, 2001, between Phillips
                Petroleum (91-12) Pty Ltd. ABN 73 064 963 346 and Chiles
                Offshore Inc.

10.24+          Separation and Release Agreement, dated January 31, 2002,
                between William A. Thorogood and Chiles Offshore Inc.

10.25+          Drill Pipe Rental Agreement, dated February 25, 2002, by and
                between Chiles Offshore Inc. and Hercules Offshore Corporation.

10.26+          Credit Agreement, dated as of October 31, 2001, between Chiles
                Galileo LLC, Citibank, N.A. and the other lenders set forth on
                the signature pages thereof.

10.27+          Trust Indenture, dated as of October 31, 2001, between Chiles
                Galileo LLC and U.S. Bank National Association.

10.28+          $81,000,000 United States Government Guaranteed Export Ship
                Financing Note, dated October 31, 2001, by Chiles Galileo LLC.

10.29+          Security Agreement, dated October 31, 2001, between Chiles
                Galileo LLC and the United States of America.

10.30+          Title XI Reserve Fund and Financial Agreement, dated October 31,
                2001, between Chiles Galileo LLC and the United States of
                America.

10.31+          Subordinated Loan Commitment, dated October 31, 2001, made by
                Chiles Offshore Inc. to Chiles Galileo LLC.

10.32+          Subordination Agreement dated October 31, 2001, among Chiles
                Offshore Inc., Chiles Galileo LLC and the United States of
                America.

10.33+          Amendment No. 1 to Platform Construction Agreement, dated
                October 31, 2001, between AMFELS, Inc. and Chiles Offshore Inc.

10.34+          Assignment and Assumption of Construction Contract, dated
                October 31, 2001, among AMFELS, Inc., Chiles Offshore Inc. and
                Chiles Galileo LLC.

10.35+          Trust Indenture, dated as of November 5, 1998, between
                Perforadora Central, S.A. de C.V. (predecessor in interest to
                Chiles Coronado Inc.) and Bank One Trust Company, N.A.

10.36+          Security Agreement, dated as of November 5, 1998, between
                Perforadora Central, S.A. de C.V. (predecessor in interest to
                Chiles Coronado Inc.) and the United States of America.


                                       5
<PAGE>
Exhibit No.                             Description
-----------                             -----------

10.37+          Amendment No. 1 to Security Agreement, dated as of January 21,
                2000, between Perforadora Central, S.A. de C.V. (predecessor in
                interest to Chiles Coronado Inc.) and the United States of
                America.

10.38+          Amendment No. 2 to Security Agreement, dated as of July 30,
                2001, between Chiles Coronado Inc. and the United States of
                America.

10.39+          Title XI Reserve Fund and Financial Agreement, dated November 5,
                1998, between Perforadora Central, S.A. de C.V. (predecessor in
                interest to Chiles Coronado Inc.) and the United States of
                America.

10.40+          Amendment No. 1 to Title XI Reserve Fund and Financial
                Agreement, dated as of January 21, 2000, between Perforadora
                Central, S.A. de C.V. (predecessor in interest to Chiles
                Coronado Inc.) and the United States of America.

10.41+          Amendment No. 2 to Title XI Reserve Fund and Financial
                Agreement, dated July 30, 2001, between Chiles Coronado Inc. and
                the United States of America.

10.42+          Master Assumption Agreement, Supplemental Indenture No. 1 and
                Amendment to Title XI Finance Agreements, dated as of March 15,
                2001, among Perforadora Central, S.A. de C.V., PC2 S.A. de C.V.,
                the United States of America and Bank One Trust Company N.A.

10.43+          Intervention of Grupo Industrial Atlantida, S.A. de C.V. into
                Master Assumption Agreement, Supplemental Indenture No. 1 and
                Amendment to Title XI Finance Agreement, dated June 6, 2001,
                among Grupo Industrial Atlantida, S.A. de C.V., the United
                States of America and Bank One Trust Company.

10.44+          Intervention of GIA 2 S.A. de C.V. into the Master Assumption
                Agreement, Supplemental Indenture No. 1 and Amendment to Title
                XI Finance Agreements, dated as of June 6, 2001, among GIA 2
                S.A. de CV, the United States of America and Bank One Trust
                Company N.A.

10.45+          Intervention of Tonala, Inc. (now Chiles Coronado Inc.) into the
                Master Assumption Agreement, Supplemental Indenture No. 1 and
                Amendment to Title XI Finance Agreements, dated as of July 13,
                2001, among Tonala, Inc. the United States of America and Bank
                One Trust Company N.A.

10.46+          Release, dated July 30, 2001, between the United States of
                America and Bank One Trust Company, N.A.

21.1+           Subsidiaries of Chiles Offshore Inc.

23.1+           Consent of Arthur Andersen LLP.

99.1+           Letter from Chiles Offshore Inc. to the Securities and Exchange
                Commission regarding representations by Arthur Andersen LLP.


-----------

*        Incorporated herein by reference as indicated.

**       Management contracts or compensatory plans or arrangements required to
         be filed as exhibits to this Annual Report on Form 10-K by Item 14 (c)
         of the rules governing the preparation of this Annual Report on Form
         10-K.

+        Filed as an exhibit herewith.


                                       6
<PAGE>
(b)      Reports on Form 8-K

         No reports on Form 8-K were filed by the registrant during the
         quarterly period ended December 31, 2001.






















                                       7
<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 29, 2002.


                             CHILES OFFSHORE INC.

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










                                       8
<PAGE>
                                 EXHIBIT INDEX
                                 -------------


Exhibit No.                             Description
-----------                             -----------

2.1*            Agreement and Plan of Merger, dated as of July 25, 2001, by and
                between Chiles Offshore Inc. and GIA2, Inc. (incorporated by
                reference to Exhibit 2.1 to Chiles Offshore Inc.'s Current
                Report on Form 8-K filed with the Commission August 9, 2001).

3.1*            Second Amended and Restated Operating Agreement of Chiles
                Offshore, LLC, dated as of May 1, 2000 (incorporated herein by
                reference to exhibit 3.1 to the Registration Statement on Form
                S-1 (No. 333-39418) filed with the Commission on June 15, 2000).

3.2*            Amendment, dated as of June 14, 2000, to Second Amended and
                Restated Operating Agreement of Chiles Offshore LLC
                (incorporated herein by reference to exhibit 3.2 to the
                Registration Statement on Form S-1 (No. 333-39418) filed with
                the Commission on June 15, 2000).

3.3*            Form of Certificate of Incorporation of Chiles Offshore Inc.
                (incorporated herein by reference to exhibit 3.3 to Amendment
                No. 2 to the Registration Statement on Form S-1 (No. 333-39418)
                filed with the Commission on July 24, 2000).

3.4*            Form of Bylaws of Chiles Offshore Inc. (incorporated herein by
                reference to exhibit 3.4 to Amendment No. 3 to the Registration
                Statement on Form S-1 (No. 333-39418) filed with the Commission
                on August 11, 2000).

3.5*            Certificate of Formation of Chiles Offshore LLC, dated as of
                July 31, 1997 (incorporated herein by reference to exhibit 3.5
                to Amendment No. 1 to the Registration Statement on Form S-1
                (No. 333-39418) filed with the Commission on July 7, 2000).

3.6*            Form of Certificate of Conversion (incorporated herein by
                reference to exhibit 3.6 to Amendment No. 3 of the Registration
                Statement on Form S-1 (No. 333-39418) filed with the Commission
                on August 11, 2000).

                                       9
<PAGE>
Exhibit No.                             Description
-----------                             -----------

3.7*            Certificate of Amendment to the Certificate of Incorporation of
                Chiles Offshore Inc., effective as of August 13, 2001
                (incorporated herein by reference to Exhibit 3.1 to Chiles
                Offshore Inc.'s Quarterly Report on Form 10-Q for the period
                ended June 30, 2001 filed with the Commission on August 14,
                2001).

3.8*            Amended and Restated By-Laws of Chiles Offshore Inc., effective
                as of July 10, 2001 (incorporated herein by reference to Exhibit
                3.2 to Chiles Offshore Inc.'s Quarterly Report on Form 10-Q for
                the period ended June 30, 2001 filed with the Commission on
                August 14, 2001).

4.1*            Form of Specimen Certificate of Common Stock of Chiles Offshore
                Inc. (incorporated herein by reference to exhibit 4.1 to
                Amendment No. 2 to the Registration Statement on Form S-1 (No.
                333-39418) filed with the Commission on July 24, 2000).

10.1*           Platform Construction Agreement, dated April 6, 2000, by and
                between Keppel FELS Limited and Chiles Offshore LLC relating to
                the Chiles Discovery (incorporated herein by reference to
                exhibit 10.1 to the Registration Statement on Form S-1 (No.
                333-39418) filed with the Commission on June 15, 2000).

10.2*           Platform Construction Agreement, dated April 6, 2000, by and
                between AMFELS, Inc. and Chiles Offshore LLC related to the
                Chiles Galileo, including the Letter regarding Platform
                Construction Agreement, dated October 3, 2000 and related
                material (incorporated herein by reference to exhibit 10.2 to
                the Annual Report on Form 10-K for the year ended December 31,
                2000).

10.3*           Master Option Agreement, dated April 6, 2000, by and among
                Chiles Offshore LLC, Keppel FELS Limited and AMFELS, Inc.
                (incorporated herein by reference to exhibit 10.3 to the
                Registration Statement on Form S-1 (No. 333-39418) filed with
                the Commission on June 15, 2000).

10.5*           Commission Agreement, dated April 1, 2000, between Bassoe
                Offshore (USA), Inc. and Chiles Offshore LLC (incorporated
                herein by reference to exhibit 10.5 to the Registration
                Statement on Form S-1 (No. 333-39418) filed with the Commission
                on June 15, 2000).

10.6*           Commission Agreement, dated April 1, 2000, among Bassoe Offshore
                (USA), Inc., SEACOR SMIT Inc. and Chiles Offshore LLC
                (incorporated herein by reference to exhibit 10.6 to the
                Registration Statement on Form S-1 (No. 333-39418) filed with
                the Commission on June 15, 2000).

10.7*           Amended and Restated Management and Administrative Services
                Agreement, dated as of July 18, 2000, by and between SEACOR SMIT
                Inc. and Chiles Offshore LLC (incorporated herein by reference
                to exhibit 10.7 to Amendment No. 2 to the Registration Statement
                on Form S-1 (No. 333-39418) filed with the Commission on July
                24, 2000).

10.8*, **       Employment Agreement, dated November 1, 1997, by and between
                William E. Chiles and Chiles Offshore LLC (incorporated herein
                by reference to exhibit 10.8 to the Registration Statement on
                Form S-1 (No. 333-39418) filed with the Commission on June 15,
                2000).

10.9*, **       Extension of Term under Employment Agreement, dated November
                1, 1997, between Chiles Offshore LLC and William E. Chiles
                (incorporated herein by reference to exhibit 10.9 to the
                Registration Statement on Form S-1 (No. 333-39418) filed with
                the Commission on June 15, 2000).


                                       10
<PAGE>
Exhibit No.                             Description
-----------                             -----------

10.10*, **      2000 Stock Option Plan (incorporated herein by reference to
                exhibit 10.10 to Amendment No. 2 to the Registration Statement
                on Form S-1 (No. 333-39418) filed with the Commission on July
                24, 2000).

10.11*, **      Severance Benefits Agreement, dated June 12, 2000, among Chiles
                Offshore LLC and Gabriel Padilla, William H. Hopkins, William A.
                Thorogood, Donald B. Gregg and George Bruce Brumley
                (incorporated herein by reference to exhibit 10.11 to the
                Registration Statement on Form S-1 (No. 333-39418) filed with
                the Commission on June 15, 2000).

10.12*          Registration Rights Agreement, dated as of June 15, 2000 among
                Chiles Offshore LLC and the Holders named therein (incorporated
                herein by reference to exhibit 10.16 to Amendment No. 2 to the
                Registration Statement on Form S-1 (No. 333-39418) filed with
                the Commission on July 24, 2000).

10.13*          Letter Agreement, dated August 5, 1997, between Chiles Offshore
                LLC and Bassoe Rig Partners Ltd. (incorporated herein by
                reference to exhibit 10.19 to the Registration Statement on Form
                S-1 (No. 333-39418) filed with the Commission on June 15, 2000).

10.14*          Commitment Letter, dated April 4, 2000, by Keppel TatLee Bank
                (incorporated herein by reference to exhibit 10.20 to Amendment
                No. 1 to the Registration Statement on Form S-1 (No. 333-39418)
                filed with the Commission on July 7, 2000).

10.15*          Agreement with Respect to Ownership of the Tonala, dated as of
                July 20, 2000, by and between Chiles Offshore LLC, Perforadora
                Central, S.A. de C.V., Grupo Industrial Atlantida, S.A. de C.V.,
                Patricio Alvarez Morphy, Javier Alvarez Morphy, Luis Alvarez
                Morphy and Enrique Chaves Quintana (incorporated herein by
                reference to exhibit 10.22 to Amendment No. 2 to the
                Registration Statement on Form S-1 (No. 333-39418) filed with
                the Commission on July 24, 2000).

10.16*          Amendment No. 1 to the Chiles Offshore Inc. 2000 Stock Option
                Plan (incorporated herein by reference to exhibit 10.1 to the
                Quarterly Report on Form 10-Q for the fiscal quarter ending
                September 30, 2000 filed with the Commission on November 14,
                2000).

10.17*          Amendment to Bareboat Charter, dated November 10, 2000, between
                Chiles Offshore Inc. and Perforadora Central, S.A. de C.V.
                (incorporated herein by reference to exhibit 10.2 to the
                Quarterly Report on Form 10-Q for the fiscal quarter ending
                September 30, 2000 filed with the Commission on November 14,
                2000).

10.18*          Amendment No. 1 to Agreement with Respect to Ownership of the
                Tonala, dated November 10, 2000, among Chiles Offshore Inc.,
                Perforadora Central, S.A. de C.V., Grupo Industrial Atlantida,
                S.A. de C.V., Patricio Alvarez Morphy, Javier Alvarez Morphy,
                Luis Alverez Morphy and Enrique Chavez Quintana (incorporated
                herein by reference to exhibit 10.3 to the Quarterly Report on
                Form 10-Q for the fiscal quarter ending September 30, 2000 filed
                with the Commission on November 14, 2000).

10.19*          Amended and Restated Credit Agreement, dated as of December 7,
                2000 among Chiles Offshore Inc. and Fortis Capital Corp, Nedship
                Bank N.V. and Den norske Bank ASA (incorporated herein by
                reference to exhibit 10.25 to the Annual Report on Form 10-K for
                the year ended December 31, 2000).


                                       11
<PAGE>
Exhibit No.                             Description
-----------                             -----------

10.20*          Rig Finance Agreement, dated as of November 22, 2000, by and
                among Chiles Discovery LLC, the financial institutions listed
                therein and Keppel Tatlee Bank Limited, as agent (incorporated
                herein by reference to exhibit 10.26 to the Annual Report on
                Form 10-K for the year ended December 31, 2000).

10.21*          Commitment Letter, dated December 22, 2000, by Citibank, N.A.
                (incorporated herein by reference to exhibit 10.27 to the Annual
                Report on Form 10-K for the year ended December 31, 2000)

10.22+          Contract for Hire of the Drilling Unit Chiles Coronado,
                effective as of July 10, 2001, between BP Trinidad and Tobago
                LLC and Chiles Offshore Inc.

10.23+          Drilling Contract, dated June 21, 2001, between Phillips
                Petroleum (91-12) Pty Ltd. ABN 73 064 963 346 and Chiles
                Offshore Inc.

10.24+          Separation and Release Agreement, dated January 31, 2002,
                between William A. Thorogood and Chiles Offshore Inc.

10.25+          Drill Pipe Rental Agreement, dated February 25, 2002, by and
                between Chiles Offshore Inc. and Hercules Offshore Corporation.

10.26+          Credit Agreement, dated as of October 31, 2001, between Chiles
                Galileo LLC, Citibank, N.A. and the other lenders set forth on
                the signature pages thereof.

10.27+          Trust Indenture, dated as of October 31, 2001, between Chiles
                Galileo LLC and U.S. Bank National Association.

10.28+          $81,000,000 United States Government Guaranteed Export Ship
                Financing Note, dated October 31, 2001, by Chiles Galileo LLC.

10.29+          Security Agreement, dated October 31, 2001, between Chiles
                Galileo LLC and the United States of America.

10.30+          Title XI Reserve Fund and Financial Agreement, dated October 31,
                2001, between Chiles Galileo LLC and the United States of
                America.

10.31+          Subordinated Loan Commitment, dated October 31, 2001, made by
                Chiles Offshore Inc. to Chiles Galileo LLC.

10.32+          Subordination Agreement dated October 31, 2001, among Chiles
                Offshore Inc., Chiles Galileo LLC and the United States of
                America.

10.33+          Amendment No. 1 to Platform Construction Agreement, dated
                October 31, 2001, between AMFELS, Inc. and Chiles Offshore Inc.

10.34+          Assignment and Assumption of Construction Contract, dated
                October 31, 2001, among AMFELS, Inc., Chiles Offshore Inc. and
                Chiles Galileo LLC.

10.35+          Trust Indenture, dated as of November 5, 1998, between
                Perforadora Central, S.A. de C.V. (predecessor in interest to
                Chiles Coronado Inc.) and Bank One Trust Company, N.A.

10.36+          Security Agreement, dated as of November 5, 1998, between
                Perforadora Central, S.A. de C.V. (predecessor in interest to
                Chiles Coronado Inc.) and the United States of America.


                                       12
<PAGE>
Exhibit No.                             Description
-----------                             -----------

10.37+          Amendment No. 1 to Security Agreement, dated as of January 21,
                2000, between Perforadora Central, S.A. de C.V. (predecessor in
                interest to Chiles Coronado Inc.) and the United States of
                America.

10.38+          Amendment No. 2 to Security Agreement, dated as of July 30,
                2001, between Chiles Coronado Inc. and the United States of
                America.

10.39+          Title XI Reserve Fund and Financial Agreement, dated November 5,
                1998, between Perforadora Central, S.A. de C.V. (predecessor in
                interest to Chiles Coronado Inc.) and the United States of
                America.

10.40+          Amendment No. 1 to Title XI Reserve Fund and Financial
                Agreement, dated as of January 21, 2000, between Perforadora
                Central, S.A. de C.V. (predecessor in interest to Chiles
                Coronado Inc.) and the United States of America.

10.41+          Amendment No. 2 to Title XI Reserve Fund and Financial
                Agreement, dated July 30, 2001, between Chiles Coronado Inc. and
                the United States of America.

10.42+          Master Assumption Agreement, Supplemental Indenture No. 1 and
                Amendment to Title XI Finance Agreements, dated as of March 15,
                2001, among Perforadora Central, S.A. de C.V., PC2 S.A. de C.V.,
                the United States of America and Bank One Trust Company N.A.

10.43+          Intervention of Grupo Industrial Atlantida, S.A. de C.V. into
                Master Assumption Agreement, Supplemental Indenture No. 1 and
                Amendment to Title XI Finance Agreement, dated June 6, 2001,
                among Grupo Industrial Atlantida, S.A. de C.V., the United
                States of America and Bank One Trust Company.

10.44+          Intervention of GIA 2 S.A. de C.V. into the Master Assumption
                Agreement, Supplemental Indenture No. 1 and Amendment to Title
                XI Finance Agreements, dated as of June 6, 2001, among GIA 2
                S.A. de CV, the United States of America and Bank One Trust
                Company N.A.

10.45+          Intervention of Tonala, Inc. (now Chiles Coronado Inc.) into the
                Master Assumption Agreement, Supplemental Indenture No. 1 and
                Amendment to Title XI Finance Agreements, dated as of July 13,
                2001, among Tonala, Inc. the United States of America and Bank
                One Trust Company N.A.

10.46+          Release, dated July 30, 2001, between the United States of
                America and Bank One Trust Company, N.A.

21.1+           Subsidiaries of Chiles Offshore Inc.

23.1+           Consent of Arthur Andersen LLP.

99.1+           Letter from Chiles Offshore Inc. to the Securities and Exchange
                Commission regarding representations by Arthur Andersen LLP.


-----------

*        Incorporated herein by reference as indicated.

**       Management contracts or compensatory plans or arrangements required to
         be filed as exhibits to this Annual Report on Form 10-K by Item 14 (c)
         of the rules governing the preparation of this Annual Report on Form
         10-K.

+        Filed as an exhibit herewith.


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