UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 20-F/A
                                (Amendment No. 1)

      (Mark One)
         |_| REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                                       OR

              |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 2002
                                       OR

            |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                        Commission file number: 333-9110

                                  OCEAN RIG ASA
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                                KINGDOM OF NORWAY
                 (JURISDICTION OF INCORPORATION OR ORGANIZATION)
                                   KOPPHOLEN 4
                                  P.O. BOX 409
                             4067 STAVANGER, NORWAY

                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

Securities registered or to be registered pursuant to Section 12(b) of the
Securities Exchange Act of 1934:

                                      None

Securities registered or to be registered pursuant to Section 12(g) of the
Securities Exchange Act of 1934:

                                      None

Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Securities Exchange Act of 1934:

   10 1/4% senior secured notes due 2008 of Ocean Rig Norway AS and guarantees
      thereof by each of Ocean Rig ASA, Ocean Rig 1 AS and Ocean Rig 2 AS.

Number of outstanding shares of each of the Registrant's classes of capital or
common stock as of December 31, 2002, the close of the period covered by the
annual report:

Common shares par value NOK 1 per share . . . . . . . . . .. . . . . 492,886,851

Indicate by check mark whether the registrant (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 the 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 which financial statement item the registrant has elected
to follow.

                             Item 17 |_| Item 18 |X|


<PAGE>


                                TABLE OF CONTENTS


                                                                         Page

Notice Regarding Forward-Looking Statements...............................ii

Explanatory Note.........................................................iii

ITEM 3.   KEY INFORMATION..................................................1

ITEM 5.   OPERATING AND FINANCIAL REVIEW AND PROSPECTS....................13

ITEM 15.  CONTROLS AND PROCEDURES.........................................26

ITEM 18.  FINANCIAL STATEMENTS............................................27

ITEM 19.  EXHIBITS.....................................................77-82



                                       i
<PAGE>


                   NOTICE REGARDING FORWARD-LOOKING STATEMENTS

     This annual report includes and incorporates by reference forward-looking
statements that involve risks and uncertainties. These forward-looking
statements are based on forecasts of future results and estimates of amounts not
yet determinable and also include statements about our market opportunities,
future prospects, expected activities, developments and business strategies. We
have based these forward-looking statements on our own information and on
information from other sources that we believe are reliable.

     Forward-looking statements are identified by their use of terms and phrases
such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may,"
"plan," "predict," "project," "will" and similar terms and phrases, including
references to assumptions. Such forward-looking statements are related to future
events and the future financial performance of our company, and involve known
and unknown risks, uncertainties and other factors that may cause the actual
results, performance or achievements of our company or of the industry to be
materially different from any results, performance or achievements projected or
implied by such forward-looking statements. These statements are contained in
Item 4, "Information on our Company" and Item 5, "Operating and Financial Review
and Prospects," and other sections of this annual report.

     Forward-looking statements in this annual report include, among others,
expectations regarding the following:

     o    our results of operations and financial conditions in the future;

     o    the prospects for the offshore drilling industry;

     o    our ability to generate sufficient cash-flow to meet our debt service
          requirements;

     o    our ability to retain existing contracts and secure future drilling
          contracts for our rigs at attractive dayrates;

     o    future competition; and

     o    our ability to develop our operations in accordance with our plans.

     Due to such uncertainties and risks, you should not place undue reliance on
the forward-looking statements included in this annual report. We do not
undertake to update our forward-looking statements or risk factors to reflect
future events or circumstances.

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

     We will provide, without charge, to each person to whom this report is
delivered, upon written or oral request, a copy of any or all of the documents
incorporated by reference into this annual report (other than exhibits, unless
such exhibits are specifically incorporated by reference in such documents).
Written requests for copies of these documents should be directed to us at the
address given on the front cover of this annual report.


                                       ii
<PAGE>


                                EXPLANATORY NOTE

     The purpose of this Amendment No. 1 to our Annual Report on Form 20-F for
the fiscal year ended December 31, 2002 and originally filed with the Securities
and Exchange Commission on June 30, 2003, is to amend and restate "Item 18 -
Financial Statements" contained in our Annual Report on Form 20-F.

     The financial statements have been restated to correct an unintentional
error in the company's 2002 financial accounts. Instead of Norwegian kroner,
Canadian dollars were used as the functional currency of the Canadian branch of
Ocean Rig 2 AS, effecting the currency translation of the historical cost of
approximately one third of the book value of the drilling rig "Eirik Raude". As
a further consequence of the application of a different functional currency of
the branch, the interest and other financial expenses for 2002 was reduced by a
reversal of a recorded unrealized currency expense.

     "Item 3 - Selected Financial Data" and "Item 5 - Operating and Financial
Review" have also been revised with respect to these restatements where
relevant.

     The restatement to correct this unintentional error was recommended by the
board of directors, based on a review of the company's accounting policies and
their application. The audit report of PriceWaterhouseCoopers, our former
independent auditors, has been reissued in connection with the filing of this
Form 20-F/A.

     In addition, "Item 19 - Exhibits" had been revised to include certain
currently dated certifications of our chief executive officer and principal
financial officer, and "Item 15 - Controls and Procedures" has been revised to
take into account certain corrective actions with respect to our internal
controls taken subsequent to the filing of our annual report on Form 20-F in
relation to certain matters identified by PricewaterhouseCoopers in March 2004
during the course of their audit of the restated financial information.

     In accordance with Rule 12b-15 promulgated pursuant to the Securities
Exchange Act of 1934, as amended, this Form 20-F/A includes the complete text of
Items 3, 5, 15, 18 and 19, as amended. However, other than the amendments
described above, no changes have been made to these or any other Items as
originally filed. This Form 20-F/A continues to speak as of the date of the
original filing and does not, and does not purport to, amend, update or restate
(other than as described above) the information contained in the Form 20-F filed
on June 30, 2003 or, other than the disclosure set forth in Item 15, reflect any
events that have occurred after such Form 20-F was filed.

     Please see Item 15 and footnote 29 to the financial statement for further
description of the effect of the unintentional error.


                                      iii
<PAGE>


PART I

ITEM 3. KEY INFORMATION

     In this annual report on Form 20-F, where we refer to "Ocean Rig," "we,"
"us," "our" and similar words, we mean Ocean Rig ASA and its subsidiaries as a
group. When we refer to Ocean Rig ASA or any of its subsidiaries individually,
we use the full name of that entity.

A.   SELECTED FINANCIAL DATA

     The following table presents selected consolidated financial information
for Ocean Rig ASA and its consolidated subsidiaries. This information has been
derived from, and should be read in conjunction with, our consolidated financial
statements, as restated in this Form 20-F/A. Our consolidated financial
statements have been audited by PricewaterhouseCoopers DA, independent
accountants, as stated in their report, which also contains an explanatory
paragraph discussing our ability to continue as a going concern. See Note 26 to
the financial statements included in Item 18 of this annual report.

     Our consolidated financial statements as of December 31, 1998, 1999, 2000 ,
2001 and 2002 and for the years ended December 31, 1998, 1999, 2000, 2001 and
2002 have been prepared in accordance with generally accepted accounting
principles in Norway, or Norwegian GAAP. For a discussion of certain differences
between Norwegian GAAP and U.S. GAAP, see Note 27 to the financial statements
included in Item 18. The data set forth below should be read in conjunction with
Item 5, "Operating and Financial Review and Prospects".

     Since our inception in 1996, our activities have been primarily directed at
the development and marketing of our drilling rigs, and we did not commence
earning any revenues from our planned principal operations, namely the operation
and management of our rigs, until 2002.


                                       1
<PAGE>


<TABLE>
<CAPTION>
                                                     YEAR ENDED DECEMBER 31,
                                  --------------------------------------------------------------
                                    1998       1999      2000     2001        2002        2002
                                                                          AS RESTATED AS RESTATED
                                  --------- --------- --------- --------  ----------- -----------
                                    NOK        NOK       NOK       NOK         NOK       USD (1)
                                      (AMOUNTS IN THOUSANDS, EXCEPT FOR PER-SHARE INFORMATION)
NORWEGIAN GAAP
INCOME STATEMENT DATA:
<S>                                <C>       <C>       <C>       <C>       <C>          <C>
  Operating revenues               20,088    15,762    13,749    10,538    534,331      77,021
  Operating expenses:
    Salaries and other
      personnel expenses           22,886    29,841    45,479   110,285    164,335      23,688
    Other operating and
      administrative expenses      66,228    84,253   127,251   350,998    388,668      56,024
    Depreciation, amortization
      and asset impairment
      write down                   90,289     2,211     3,821   255,171    160,586      23,148
                                  --------- --------- -------- ---------  ---------  ----------
Total operating expenses          179,403   116,305   176,551   716,454    713,589     102,860
                                  --------- --------- -------- ---------  ---------  ----------

Operating loss                   (159,315) (100,633) (162,802) (705,916)  (179,258)    (25,839)
                                  --------- --------- -------- ---------  ---------  ----------

Net financial income (expense)     50,560   (17,409) (166,912) (113,212)   685,323      98,785
                                  --------- --------- -------- ---------  ---------  ----------

Net (loss) income                (108,797) (118,249) (329,934) (819,457)   506,043      72,943
                                 ========= =========  ======== =========  =========  ==========
Basic earnings (loss) per share
(2), (7)                            (8.98)    (6.58)    (8.14)   (15.84)      2.65        0.38

Diluted earnings (loss) per
share (2), (7)                      (8.98)    (6.58)    (8.14)   (15.84)      1.86        0.27


                                             AS OF, OR FOR THE YEAR ENDED DECEMBER 31,
                                  -----------------------------------------------------------------
                                      1998       1999      2000     2001        2002        2002
                                                                            AS RESTATED AS RESTATED
                                  ----------- --------- -------- ---------  ----------  -----------
                                      NOK        NOK       NOK       NOK        NOK        USD (1)
                                                        (AMOUNTS IN THOUSANDS)
 BALANCE SHEET DATA:
   Cash and cash
     equivalents                  320,597     575,803    613,718    170,205    137,346     19,798
   Total assets                 5,345,220   6,046,118  6,869,791  8,188,358  9,194,604  1,325,348
   Total liabilities            2,724,458   2,878,216  3,694,385  5,385,070  4,457,887    642,579
   Capital stock                  363,306   1,066,902  1,333,659  1,682,316    492,887     71,047
   Total shareholders'
     equity                     2,620,762   3,167,902  3,175,406  2,803,288  4,736,717    682,770

 OTHER FINANCIAL DATA:
   Capital expenditures
     (rig investments)          1,752,558   2,614,863  1,230,451  1,563,195  1,903,093    274,320
   EBITDA (3)                     (69,026)    (98,422)  (158,981)  (450,745)   (18,672)    (2,691)
   Number of shares
     outstanding (4), (5), (7)    363,306      35,563     44,455     56,077    492,887    492,887
   Dividends declared (6)             -           -          -          -         -           -

   US GAAP:
   Net (loss) income             (158,327)   (118,741)  (331,827)  (817,626)   532,537     76,762
   Total shareholders' equity   2,621,254   3,175,595  3,175,595  2,803,295  4,763,149    686,580

<FN>
---------------------
(1)  Translation of amounts from Norwegian kroner (NOK) to United States dollars
     ($) has been made for the convenience of the reader using the noon buying
     rate as of December 31, 2002 of $1.00 = NOK 6.9375.

(2)  The weighted average number of shares outstanding has been retroactively
     restated to reflect the reverse stock split (30:1) that took place in 1999.

(3)  EBITDA is defined as net income (loss) prior to deductions for net
     financial income, income taxes, depreciation, amortization and asset
     impairment write down.

(4)  In December 1999, we carried out a reverse share split (30:1) whereby the
     par value of our shares was increased from NOK 1.0 to NOK 30.0 per share.


                                       2
<PAGE>


(5)  In February 2002, the nominal value of our shares was written down from NOK
     30.0 per share to NOK 1.0 per share.
(6)  No dividends were paid on our shares during these periods.
(7)  In May 2003 the Company's General Meeting approved a reverse share split of
     10:1 effective as of May 21, 2003. All EPS calculations will be restated in
     future periods.

</FN>
</TABLE>


     Presented below is the Company's EBITDA, defined as earnings prior to
deductions for net financial items (interest), taxes, depreciation and
amortization. The EBITDA figures are not intended to represent cash flows from
operations as defined by Norwegian GAAP, and should not be considered an
alternative to net income, as an indicator of the Company's operating
performance or to cash flows from operations as a measure of liquidity. The
EBITDA figures should only be used as information relating to the Company's
operating activities and should be read in conjunction with comparable GAAP
financial information of the Company located in the Company's financial
statements and notes thereto. The Company frequently uses the EBITDA figures to
measure operating results from operations before depreciation, interest items
and taxes. The Company believes the EBITDA figures provide a good measure to
better understand the operating results from the variable activities directly
related to operations of the rigs such as utilization and operating regularity
of the rigs as well as income rate and operating cost situations.

     2002 was the first year the Company had income from rig operating
activities with Leiv Eiriksson in operation for ten months and Eirik Raude in
operations for the last two months of the year. Operating results for 2002 are
therefore not directly comparable to operating results in previous years.

EBITDA reconciliation:


<TABLE>
<CAPTION>
                                                         YEAR ENDED DECEMBER 31,
                                  --------------------------------------------------------------------
                                      1998       1999       2000      2001        2002         2002
                                                                              AS RESTATED   AS RESTATED
                                  ----------- --------- ---------- ---------- ------------  -----------
                                      NOK        NOK       NOK       NOK          NOK           USD
                                                        (AMOUNTS IN THOUSANDS)

<S>                                <C>        <C>       <C>        <C>          <C>          <C>
EBITDA                             (69,026)   (98,422)  (158,981)  (450,745)    (18,672)      (2,691)
Depreciation,
 amortization and asset
 impairment write-down             (90,289)    (2,211)    (3,821)  (255,171)   (160,586)     (23,148)

Net financial income (loss)         50,560    (17,409)  (166,912)  (133,212)    685,323       98,785
Taxes                                  (42)      (207)      (220)      (329)        (22)          (3)
                                  ----------- --------- ---------- ---------- ------------   ---------
Net income (loss)                 (108,797)  (118,249)  (329,934)  (819,457)    506,043       72,943
                                  =========== ========= ========== ========== ============   =========

</TABLE>


EXCHANGE RATE INFORMATION

     We publish our financial statements in Norwegian kroner ("kroner" or
"NOK"). In this annual report, references to "dollars," " USD" or "$" are to
United States dollars. For the convenience of the reader, this annual report
contains translations of certain kroner amounts into dollars at specified rates.
These translations should not be construed as representations that the kroner
amounts actually represent such dollar amounts or could be converted into
dollars at those rates. Unless otherwise stated, the translations of kroner into
dollars have been made at the rate of $1.00 = NOK 6.9375 , which was the noon
buying rate in the City of New York for cable transfers in Norwegian kroner as
certified for customs purposes by the Federal Reserve Bank of New York on
December 31, 2002.

     The table below sets out the average exchange rate between the kroner and
the U.S. dollar for each of the last five calendar years. The following exchange
rates have been calculated using the average of the noon buying rates during
each of the past five annual periods.



                                       3
<PAGE>



                                  KRONER PER DOLLAR
                 ----------------------------------------------------
YEAR                 HIGH         LOW     END OF PERIOD    AVERAGE(1)
----             ----------------------------------------------------
2002                 9.11         6.94         6.94         7.93
2001                 9.45         8.54         8.97         9.03
2000                 9.59         7.93         8.80         8.83
1999                 8.10         7.40         8.01         7.84
1998                 7.81         7.38         7.58         7.56

(1)The average of the noon buying rates on the last business day of each month
during the relevant period.

     The table below sets out the highest and lowest exchange rate between the
kroner and the U.S. dollar for each of the six months preceding the filing of
this annual report and for the current month to June 13, 2003:

                                            KRONER PER DOLLAR
          -----------------------------------------------------------
          PERIOD                             HIGH           LOW
          -----------------------------------------------------------
          December 2002.............         7.31          6.94
          January 2003..............         7.00          6.83
          February 2003.............         7.20          6.87
          March 2003................         7.46          7.06
          April 2003................         7.32          7.00
          May 2003..................         7.03          6.68
          June 2003 (through June 20, 2003). 7.04          6.72

B.   CAPITALIZATION AND INDEBTEDNESS

     Not applicable.

C.   REASONS FOR THE OFFER AND USE OF PROCEEDS

     Not applicable.

D.   RISK FACTORS

     In evaluating our company and our business, investors should consider
carefully, in addition to other information contained in this annual report, the
following risk factors.

WE ARE SUBSTANTIALLY LEVERAGED AND CURRENTLY HAVE INSUFFICIENT CAPITAL, AND
CANNOT GUARANTEE THAT WE WILL BE ABLE TO GENERATE SUFFICIENT CASH FLOW OR RAISE
ADDITIONAL CAPITAL IN AMOUNTS SUFFICIENT TO MEET REQUIRED PAYMENTS OF PRINCIPAL
AND INTEREST ON OUR DEBTS.

     We are substantially leveraged. As of December 31, 2002, we have USD 591
million outstanding in aggregate principal amount of indebtedness (including the
10 1/4% senior secured 1998 Notes issued by Ocean Rig Norway in 1998 (the
"Notes"), the floating rate senior secured 1998 Loans incurred by Ocean Rig
Norway in 1998 (the "1998 Loans"), the Convertible Bonds issued by Ocean Rig ASA
in 2000, the Fortis Facility incurred by Ocean Rig 2 AS in 2002 (the "Fortis
Facility" or the "2002 Loans"), the USD Short Term Loan issued in 2002 and the
Mandatory Convertible Bonds issued by Ocean Rig ASA in 2002). Although the
agreements governing our indebtedness limit the incurrence of additional
indebtedness, under certain circumstances the amount of permitted additional
indebtedness could be substantial. Our high degree of leverage could have
important negative consequences for holders of our shares and bonds, including
the possibility that:

o    we may be unable to obtain additional financing in the future for working
     capital, capital expenditures, acquisitions, debt service requirements,
     general corporate purposes or other purposes,



                                       4
<PAGE>


o    we may be required to use a substantial portion of our cash flow from
     operations to pay principal of and interest on our indebtedness, thereby
     reducing the funds available for other purposes, including our operations,
     marketing activities, future business opportunities and outfitting or
     construction of additional rigs,

o    while the cash flow from our drilling rigs may be adequate to service the
     obligations under the Notes, the 1998 Loans and the Fortis Facility, any
     residual cash flow might not be available for servicing the remaining debt
     obligations, including the Convertible Bonds and the USD Short Term Loan,
     or for repayment of this loan scheduled for August 2003.

o    we may not have the flexibility to adjust to changing market conditions or
     the ability to withstand competitive pressures as a result of our leveraged
     position and the covenants contained in our debt instruments, thus putting
     the Company at a competitive disadvantage,

o    we may be more vulnerable to a downturn in general economic conditions or
     in our business, or

o    Ocean Rig's management's discretion with respect to certain business
     decisions may be restricted by covenants contained in the documents
     governing its indebtedness.

     We will be dependent on revenues from our operations in order to make
scheduled payments on our indebtedness. The success of our operations will
depend on many factors, including the level of drilling activity in the oil and
gas industry, the proper functioning of our rigs, and numerous other factors
that are beyond our control. We cannot guarantee that we will be able to achieve
and maintain a level of cash flow from operations sufficient to permit us to pay
the principal, premium, if any, and interest on our indebtedness.

     If we are unable to generate sufficient cash flow and cannot otherwise
obtain funds necessary to meet required payments of principal, premium, if any,
and interest on our debts, or if we otherwise fail to comply with the covenants
governing our indebtedness, we could be in default under the terms of the
agreements relating to our outstanding indebtedness, including the senior debt
agreements. Our senior debt agreements also include provisions that require
Ocean Rig, upon the occurrence of certain events, to offer to repurchase the
senior secured debt. Certain of these events could be beyond our control, such
as the loss of a rig or a change of control in the event that a person or group
of persons (as such term is used under the Norwegian Securities Trading Act of
1997) becomes the owner of more than 40% of the voting stock of the Company.
Although the security interests granted to secure the senior secured debt
include any insurance proceeds obtained in connection with the event requiring
the offer to prepay such debt, we cannot guarantee if or when the amounts would
be received and, even if received, that the amounts would be sufficient to
satisfy our repurchase obligations. If these assets, together with our cash flow
and capital resources, are insufficient to fund our debt service or repurchase
obligations, we may be forced to reduce or delay capital expenditures, sell
assets, seek to obtain additional equity capital or restructure or refinance our
debt. We cannot guarantee that any of these alternative measures would be
successful or would permit Ocean Rig to meet its scheduled debt service or
repurchase obligations. In the event of default, the holders of our debt
instruments could elect to declare all debts to be due and payable together with
accrued and unpaid interest. As a result, we could be forced into bankruptcy or
liquidation.

     The Fortis Facility contains restrictions on, among other things, minimum
working capital and value adjusted equity (including market value of rigs). As
of December 31, 2002, the Company was unable to comply with two of its covenants
relating to these restrictions . Ocean Rig obtained temporary waivers from the
lenders as of May 15, 2003 waiving noncompliance of the working capital covenant
through March 31, 2003, and waiving noncompliance of the value adjusted equity
covenant through December 31, 2003. While we expect to meet the covenants at
future determination dates, we cannot guarantee that we will do so, and a
failure to remedy any such noncompliance within applicable grace periods could
cause us to be in default under the terms of this facility.

WE MAY BE UNABLE TO SECURE ONGOING DRILLING CONTRACTS, AND THE CONTRACTS THAT WE
ENTER INTO MAY NOT PROVIDE SUFFICIENT CASH FLOW TO MEET OUR OBLIGATIONS WITH
RESPECT TO ITS INDEBTEDNESS.



                                       5
<PAGE>


     Ocean Rig's ability to meet its obligations under its indebtedness will
depend on its ability to consistently secure drilling contracts for its rigs at
sufficiently high day rates. Although we currently have secured drilling
contracts for our two drilling rigs Leiv Eiriksson and Eirik Raude, neither
contract is a long-term contract and we cannot guarantee that we will be able to
obtain additional contracts for either rig upon the expiration or termination of
the existing arrangements. If Ocean Rig cannot obtain attractive, long-term
contracts, we may be forced to enter into short-term contracts at unattractive
day rates or to place the rigs in storage until acceptable contracts can be
obtained. Even if we do obtain acceptable contracts, we may encounter unforeseen
technical or other problems or a need for additional modifications or repairs
during the initial operating period of the rigs, which may prevent us from
receiving the full day rate or earning bonuses until we are able to correct any
such problems or make the necessary modifications. In addition, as recently
occurred with Eirik Raude, there may be periods in between contracts in which we
are not receiving dayrates for one or both of our rigs.

     Our ability to obtain long- or short-term drilling contracts will be
affected by conditions in the offshore petroleum industry, which can rapidly
change as a result of:

o    political conditions in oil-producing regions,

o    the inability of members of the Organization of Petroleum Exporting
     Countries to agree to and maintain oil price and production controls,

o    actions of governmental authorities,

o    fluctuating levels of consumer demand,

o    weather conditions, and

o    overall economic conditions.

Competition in the offshore contract drilling industry has become particularly
intense in the past two to three years, as offshore drilling activity fell to
historically low levels through the end of 1999. This decrease was due to the
global reduction in exploration and development expenditures resulting from the
consistently low oil prices from late 1997 through early 1999 and consolidation
among major oil companies during the same period.

     Despite a recovery in crude oil prices, exploration and development
drilling expenditures have only recently begun to recover, and exploration and
production budget expansion has been moderate. The current situation is
uncertain due to recent macro economic changes and high oil and gas price
volatility. Indications point to a more cautious budget approach with flat or
perhaps small increases in exploration and production budgets.

     Drilling contracts are traditionally awarded on a competitive bid basis.
Intense price competition is often the primary factor in the awarding of
contracts, although rig availability as well as quality and
technical/operational capability of equipment are also major factors which are
considered. We cannot predict the future level of demand for its services or
future conditions in the oil and gas industry. If the oil and gas companies do
not continue their recent increases in exploration, development and production
expenditures, we may have difficulty securing drilling contracts, or we may be
forced to enter into contracts at unattractive day rates. Either of these events
could impair our ability to generate sufficient cash flow to make principal and
interest payments under our indebtedness. In addition, we may be required to
move our rigs from a region in which demand is low to another region in which
demand is higher or day rates are more attractive. We would likely incur
material expenses in connection with moving the rigs and the start-up of
drilling operations, and those expenses probably would not be reimbursed by our
customers.


                                       6
<PAGE>


OUR CUSTOMERS COULD TERMINATE OR SEEK TO RENEGOTIATE DRILLING CONTRACTS FOR OUR
RIGS FOR REASONS THAT ARE BEYOND OUR CONTROL, AND WE WILL NOT REALIZE REVENUES
FROM THE RIGS IF THEY ARE NOT UNDER CONTRACT.

     Our customers could terminate or seek to renegotiate drilling contracts for
a variety of specific reasons relating to each individual contract including the
following, which are largely beyond our direct control:

o    the rigs may not function in accordance with their specifications or the
     needs of the customer,

o    the rigs may be damaged or destroyed by adverse weather, accidents or other
     force majeure events, or

o    operation of the rigs may be interrupted as a result of breakdown,
     unseaworthiness, and failure in construction or other mechanical or
     technical failures.

     We are not likely to realize any material revenues for times during which
our rigs are not under contract. However, we will continue to incur the expense
of maintaining its rigs during idle periods. In addition, it could be expensive
and time consuming for us to repair a damaged rig, to modify a rig to remedy
failure in the construction or design of the rig or to replace faulty equipment.
We cannot guarantee that all such costs would be covered by our insurance
policy, and we may not be entitled to any compensation for lost revenues.

WE HAVE INCURRED OPERATING LOSSES EACH QUARTER SINCE THE INCEPTION OF OUR
COMPANY AND WE CANNOT GUARANTEE THAT WE WILL NOT CONTINUE TO INCUR LOSSES.

     Ocean Rig was founded in 1996. To date, we have engaged primarily in the
design, planning, development, marketing and construction of four rigs, and we
have only two operating rigs. As a result of the sizeable capital investments
required to design and build our rigs, and the fact that we have only just begun
to realize any cash flow from our rigs, we have reported total operating losses
from the inception through December 31, 2002 of NOK 1,159 million. We have only
a limited history of managing or operating rigs. In light of the uncertainties
associated with the volatility of demand for drilling rigs and our significant
payment obligations under our indebtedness, we cannot guarantee that we will be
able to operate profitably in the foreseeable future or to remain viable as an
independent company. We also cannot guarantee that the estimates of operating
losses or cash flow will be accurate or that our need for additional capital to
fund operating losses or capital investments will not continue substantially
longer than expected.

OUR REVENUES DEPEND ON A SMALL NUMBER OF DRILLING RIGS, WHICH OPERATE IN HARSH
ENVIRONMENTS AND COULD BE DAMAGED OR DESTROYED.

     Our operations are dependent on a small number of rigs. Eirik Raude,
pursuant to the drilling contract with EnCana and the new contract with Imperial
Oil, continues to operate offshore the east coast of Canada, and Leiv Eiriksson
is also operating in unfavorable sea conditions and will be exposed to other
risks inherent in deepwater drilling that may cause damage or loss. The
replacement or repair of a rig could take a significant amount of time, and it
is unlikely that we would have any right to compensation for lost revenues
during that time. As long as we have only two rigs in operation, loss of or
serious damage to one of the rigs would materially reduce our revenues for the
time that a rig is out of operation. In light of the sophisticated design of the
rigs, we may be unable to obtain a replacement rig that could perform under the
conditions under which our rigs are expected to operate.

     Our operations are subject to numerous risks inherent in the offshore
drilling industry. The drilling of oil and gas wells, particularly exploratory
wells where little is known of the subsurface formations, involves the risks of
extreme pressure and temperature, blowout, cratering and fires that could result
in reservoir damage, injury or death to personnel, substantial damage to our
rigs, pollution,


                                       7
<PAGE>


suspension of drilling operations and loss of production. Our rigs are subject
to the hazards inherent in marine operations, such as capsizing, grounding,
collision, damage from heavy weather or sea conditions and unsound location,
both while on site and during transport to site or for outfitting or repair. We
also may be subject to liability for oil spills, reservoir damage and other
accidents.

ANY CONTRACTUAL INDEMNIFICATION AND INSURANCE THAT WE OBTAIN MAY NOT BE
SUFFICIENT TO COVER THE COST OF REPAIRING OR REPLACING A DAMAGED OR LOST RIG OR
TO PAY ANY LIABILITIES THAT WE MAY INCUR.

     We generally expects to be able to obtain contractual indemnification
pursuant to which our customers would agree to protect and indemnify Ocean Rig
to some degree from liability for reservoir, pollution and environmental
damages. Nonetheless, we cannot guarantee that we will be able to obtain full
indemnities in all of our contracts, that the level of indemnification we can
obtain will be meaningful, that the indemnification provisions will be
enforceable or that our customers will be financially able to comply with their
indemnity obligations. We will always, to some extent, be exposed to potential
liabilities relating to oil and other types of pollution. Although we intend to
seek to obtain adequate coverage under our liability insurance and also to limit
our exposure in its agreements with our customers there can be no assurance that
such attempts to limit, reduce or offset such liability will be sufficient.

     We maintain insurance in accordance with industry standards. Our insurance
is intended to cover normal risks in our current operations, and we intend to
obtain additional insurance against certain delays, property damage, war risk,
general liability and environmental liabilities, including pollution caused by
sudden and accidental oil spills, as necessary. Although we have obtained
insurance for the full assessed market value of our rigs, insurance coverage may
not under certain circumstances be available and if available may not provide
sufficient funds to protect Ocean Rig from all losses and liabilities that could
result from our operations. The principal risks against which we may not be
fully insured or insurable are environmental liabilities, which may result from
a blowout or similar accident, and liabilities resulting from reservoir damage
caused by our negligence. Moreover, any insurance is expected to be subject to
substantial deductibles and to provide for premium adjustments based on claims,
and our insurance coverage is not likely to protect fully, if at all, against
loss of income. We may decide to maintain business interruption insurance with
respect to our rigs, but if we do obtain that type of insurance, we may elect to
discontinue it at any time. The occurrence of a casualty, loss or liability
against which we are not fully insured could significantly reduce our revenues,
make it financially impossible for us to obtain a replacement rig or to repair a
damaged rig, cause Ocean Rig to pay fines or damages that may have priority over
the payment obligations under the indebtedness or otherwise impair the ability
to meet the obligations under the indebtedness and to operate profitably. In
addition, we cannot guarantee that insurance will be available to Ocean Rig at
all or on terms acceptable to us, that we will maintain insurance or, if Ocean
Rig is so insured, that our policy will be adequate to cover our loss or
liability in all cases.

WE MAY BE UNABLE TO MEET OUR FUTURE CAPITAL REQUIREMENTS IN CONNECTION WITH THE
OPERATION AND MAINTENANCE OF OUR RIGS.

     Our future capital requirements and level of expenses will depend on
numerous factors, including, among other things, the timing and terms on which
drilling contracts can be negotiated, the amount of cash generated from
operations, the level of demand for our services and general industry
conditions. In the event that our existing resources and other committed funding
are insufficient to fund our operating and maintenance activities, we may need
to raise additional funds through public offerings or private placements of debt
or equity securities. We cannot guarantee that we will be able to obtain
additional financing at all or on terms acceptable to Ocean Rig. If adequate
funds are not available, we may have to reduce expenditures for investments in
new projects, which could hinder the company's growth and prevent us from
realizing potential revenues from prior investments.



                                       8
<PAGE>


WE MAY BE UNABLE TO COMPETE SUCCESSFULLY WITH OTHER COMPANIES IN THE OFFSHORE
DRILLING INDUSTRY, MANY OF WHICH HAVE SUPERIOR RESOURCES, NAME RECOGNITION AND
EXPERIENCE.

     The number of participants in the contract offshore drilling industry is
small and primarily consists of a few large, experienced contractors that have
greater financial resources than us. Since we are a new participant in this
field and have no operating history, we may not be able to compete in the
industry successfully. In addition, because of the relatively small size of our
company, we will not be able to take advantage of economies of scale to the same
extent as our larger competitors. In light of the high capital requirements
inherent in the offshore drilling industry, we also may be unable to make future
investments in new technologies or fleet expansion necessary for us to succeed
in this industry, while our larger competitors' superior financial resources may
enable them to respond more rapidly to changing market demands.

     The offshore contract drilling industry has historically been highly
competitive and cyclical, and a sustained period of low oil and gas prices,
deterioration in the economic conditions in a major industrialized or developing
region or a general downturn in the world's industrialized economies could
curtail spending by oil and gas companies and, as a result, lower demand for
offshore contract drilling services. Therefore, we cannot predict whether market
conditions will be favorable for our rigs when they become available. Some of
our competitors have significantly greater financial, marketing, personnel and
other resources than we have. As a result, our competitors may be better able to
withstand cyclical fluctuations in demand for offshore drilling and production
and related services and better positioned to compete for existing demand for
such services.

WE CANNOT GUARANTEE THAT OUR USE OF THE BINGO RIG DESIGN CONCEPT WILL NOT
INFRINGE ON THE RIGHTS OF OTHERS OR THAT COMPETITORS WILL NOT DUPLICATE OUR
TECHNOLOGY.

     Although Ocean Rig purchased the right to use the Bingo rig design concept
for our rigs, neither Ocean Rig nor the company from which we bought those
rights have obtained or applied for any patents or other intellectual property
protection relating to the design. As a result, we cannot guarantee that other
parties will not challenge our right to use the Bingo concept or seek damages
for alleged infringement of rights that they claim to own. We may also lose the
competitive advantage that we sought to achieve through use of the Bingo design
concept if our competitors duplicate key aspects of the design without seeking
our permission, and we may be unable to prevent competitors from doing so.

WE MAY LOOSE KEY PERSONNEL OR BE UNABLE TO SECURE THE SERVICES OF A SUFFICIENT
NUMBER OF QUALIFIED WORKERS FOR THE OPERATION OF OUR RIGS.

     Our success depends to a large extent upon the continued services of our
senior management and upon our ability to attract and retain key operating
personnel. The loss of the services of any such employee could have a negative
effect on Ocean Rig. We do not maintain "key man" insurance with respect to
these individuals. While our success depends in part upon these personnel, we
believe that there are other qualified managers in the offshore drilling
industry. However, we cannot guarantee that we would be able to engage qualified
managers and, if we were, on what terms.

     In recent years, unemployment rates in the offshore contract drilling
industry have reached unusually low levels, leading to lower availability of
skilled labor and increased labor costs. While we believe that we will be able
to retain a sufficient number of qualified personnel to operate our rigs in
accordance with customer requirements, we cannot guarantee that there will not
be a shortage of available skilled workers in the future or that the cost of
labor will not rise, either of which could impair our ability to operate our
rigs profitably.


                                       9
<PAGE>


OUR OPERATIONS WILL BE SUBJECT TO A NUMBER OF RISKS THAT ARE INHERENT IN DOING
BUSINESS ABROAD.

     We expects to derive all or a substantial portion of our revenues from the
operation of our rigs outside such known jurisdictions as Norway, Canada and the
United States, in locations including offshore Brazil and/or West Africa, and
are in fact currently operating our first rig offshore Angola. As a result, we
will likely be subject to certain political, economic and other risks inherent
in doing business abroad, including the risk of war and civil disturbances,
expropriation and the general hazards associated with assertions of national
sovereignty over areas in which our rigs will operate. Our operations abroad may
face the additional risks of fluctuating currency values, hard currency
shortages, controls of currency exchange and repatriation of income or capital,
as well as liabilities related to taxes and import duties.

WE COULD BE SUBJECT TO SIGNIFICANT ENVIRONMENTAL LIABILITIES AS A RESULT OF THE
NATURE OF OUR PLANNED OPERATIONS.

     Our operations may involve the use and/or disposal of materials that may be
classified as hazardous substances. The environmental laws and regulations of
the countries in which we may operate generally have become more stringent in
recent years. Such laws and regulations may expose us to liability for the
conduct of, or for conditions caused by, others, or for acts of Ocean Rig that
were in compliance with all applicable laws at the time such actions were taken.
In the past several years, protection of the environment has become a higher and
more visible priority of many governments throughout the world. Offshore
drilling in certain areas has been opposed by environmental groups and, in some
areas, has been legally restricted. Our operations could be restricted and our
rigs could become more expensive to operate if new laws are enacted or other
governmental actions are taken that prohibit or restrict offshore drilling or
impose additional environmental protection requirements. Moreover, we may have
no right to compensation from our customers if our costs are increased through
such governmental actions, and our operating margins may fall as a result.

GOVERNMENTAL REGULATION COULD HAMPER OUR OPERATIONS AND REDUCE DEMAND FOR OUR
SERVICES

     Our operations are, and will be, subject to numerous international
conventions as well as national, state and local laws and regulations in force
in the jurisdictions in which we conduct, or will conduct, our business. These
laws and regulations relate to the protection of the environment, human health
and safety, taxes, labor and wage standards and other requirements.

     The amendment or modification of existing laws and regulations or the
adoption of new laws and regulations curtailing or further regulating
exploratory or development drilling and production for oil and gas for
political, economic or other reasons could harm our business, operating results
or financial condition. We cannot predict the extent to which our future cash
flow and earnings may be affected by mandatory compliance with any such new
legislation or regulations. The construction and operation of our rigs will
require certain governmental approvals, the number and requirements of which
cannot be determined until we identifiy the jurisdictions in which Ocean Rig
will operate. Depending on the jurisdiction, these approvals may involve public
hearings and costly undertakings on our part. We cannot guarantee that we will
obtain such approvals or that such approvals will be obtained in a timely
manner. If we fail to secure needed approvals or permits within certain time
limits, our customers may have the right to terminate drilling contracts, or
they may seek to renegotiate their contracts to Ocean Rig's detriment.

     Changes in the laws, regulations and licensing policies regarding
exploration for and development of oil and gas reserves in the countries in
whose territory our rigs may operate could reduce the rate of development of oil
and gas fields, which in turn would affect demand for our rigs. The offshore
drilling and floating production industry, of which we are a part, is dependent
on demand for services



                                       10
<PAGE>


from the oil and gas exploration industry and, accordingly, is affected by
changing taxes, regulations and other laws or policies affecting the oil and gas
industry generally.


CERTAIN LIENS COULD SUPERCEDE OUR LENDERS' MORTGAGES ON LEIV EIRIKSSON AND EIRIK
RAUDE.

     Ocean Rig 1 AS has mortgaged Leiv Eiriksson to secure the obligations of
Ocean Rig Norway AS in relation to the issuance of the Notes and the incurrence
of the 1998 Loans, and Ocean Rig 2 AS has mortgaged Eirik Raude to secure the
obligations of Ocean Rig Norway AS in relation to the above facilities, and on a
first priority basis to secure the obligations of Ocean Rig 2 AS under the 2002
Loans. Both Leiv Eiriksson and Eirik Raude are permanently registered in the
Bahamas. Bahamian law provides that mortgages over permanently registered
vessels may be enforced by admiralty proceedings in rem by the mortgagee against
the rigs.

     Under Norwegian law it is not possible to create a general security
interest over all the assets of a debtor. It is only possible to create security
interests over assets if Norwegian law specifically allows such interests.
Security interests are created by the creation of security documents
specifically describing the asset or type of asset subject to the security
interest and by taking the necessary steps in order to perfect the security. The
type of asset will determine which steps are required to perfect such security
interest. As Norwegian law does not provide for the creation of a security
interest over a contractual right or obligation, it is not possible to create a
security interest over a building contract or drilling contract as such.
Furthermore, under Norwegian bankruptcy law, the bankruptcy estate has the right
to assume the contractual rights and obligations of a debtor. It is not possible
to deprive the bankruptcy estate of this right by assigning the contract in
question to a creditor.

     Rig mortgages are generally subordinate to certain maritime liens that
arise by operation of law. The priority that such mortgages would have against
the claims of other lien creditors in an enforcement proceeding is generally
determined by, and will vary in accordance with, the laws of the country where
the proceeding is brought. Relevant Bahamian law provides that the following
liens and claims take priority over rig mortgages registered in the Bahamas and
no other claim takes priority over such mortgages: (1) any sum awarded by a
court as costs arising out of any proceedings in respect of the arrest of a rig
or the subsequent sale thereof; (2) wages and other sums due to the master,
officers and other members of the rig's complement in respect of their
employment on the rig; (3) port, canal and other waterway dues and any
outstanding fees payable under the Bahamian Merchant Shipping Act in respect of
the rig; (4) claims against the owner in respect of loss of life or personal
injury occurring, whether on land or on water, in direct connection with the
operation of the rig; (5) claims against the rig's owner, based on tort and not
capable of being based on contract, in respect of loss of or damage to property
occurring, whether on land or on water, in direct connection with the operation
of the rig; (6) claims for salvage, wreck removal and contribution in general
average; and (7) any lien exercisable by a rig builder or repairer over a rig in
our possession prior to the date of the mortgage.

     Leiv Eirksson, which serves as security for the Notes and 1998 Loans, and
Eirk Raude, which serves as security for the Notes, 1998 Loans and 2002 Loans
may be used and operated in international waters and jurisdictions other than
the Bahamas. In fact, Leiv Eiriksson is currently operating offshore Angola, and
Eirk Raude is currently operating offshore Canada. We cannot assure you that, if
enforcement proceedings are initiated against a particular rig, such rig will be
located in a jurisdiction having the same procedures and lien priorities as the
Bahamas and that the relative lien priority against other maritime liens will be
as favorable as in the Bahamas. Other jurisdictions may provide no legal remedy
for the enforcement of the mortgages securing the Notes or our other debt
facilities, or a remedy dependent on court proceedings may be so expensive and
time consuming as to be impracticable. Furthermore, certain jurisdictions, may
not permit either rig to be sold prior to entry of a judgment, which could
result in a lengthy delay that could lead to increased custodial costs,
deterioration in the condition of the rig and substantial reduction in its
value.



                                       11
<PAGE>


     Each of Ocean Rig 1 AS and Ocean Rig 2 AS as a subsidiary guarantor has the
right in our discretion to change the registry and flag of Leiv Eiriksson or
Eirik Raude to certain specified jurisdictions, as well as other jurisdictions
upon the delivery of an opinion of nationally recognized maritime counsel in the
United States which is satisfactory to the trustees to the effect that the
interests of the holders of Notes will not be adversely affected by such change
of registry and flag. We cannot assure you that the mortgage after such registry
change will provide protection under applicable law comparable to the protection
provided by Bahamian maritime law.

WE ARE DEPENDENT ON OUR OPERATING SUBSIDIARIES FOR INCOME.

     Both Ocean Rig ASA and its direct subsidiary, Ocean Rig Norway AS, are
holding companies. Ocean Rig ASA (the parent) and Ocean Rig Norway AS will
derive a substantial part of their operating income from management fee advances
and dividends from their subsidiaries. Accordingly, in paying the principal,
premium, if any, interest on, and additional amounts, if any, with respect to
our indebtedness, Ocean Rig Norway AS will rely on income from dividends and
advances from our operating subsidiaries. Generally, under Norwegian law, a
company is able to pay dividends on only 80% of our net income to shareholders.
Also, the ability of our subsidiaries to pay such dividends or make such
distributions may be subject to, among other things, applicable laws and, under
certain circumstances, restrictions contained in joint venture agreements and
debt instruments that may be entered into in the future, which may affect our
ability to meet our obligations with respect to our indebtedness. In addition,
certain of our subsidiaries may in the future have covenants with respect to
their outstanding debt which may restrict their ability to pay dividends in the
event such subsidiary is not in compliance with financial maintenance tests
included in such debt agreements.

OUR OPERATIONS AND FINANCING PLANS MAY BE ADVERSELY AFFECTED BY ACTS OF WAR AND
TERRORISM.

     On September 11, 2001, terrorist attacks on the World Trade Center in New
York and the Pentagon in Washington, D.C. caused significant loss of life and
property damage and disruptions in the U.S. and global markets. The short term
and long term impact of these events, including military conflicts or economic
or diplomatic sanctions, is unclear, but could have a material effect on general
economic conditions and market liquidity. Acts of war and terrorism may
negatively impact financial institutions and reduce liquidity in the market,
which could exacerbate the effects of an economic downturn and impair the
ability of Ocean Rig to secure future contracts or seek additional financing.


                                       12
<PAGE>


<PAGE>




ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS

GENERAL

     THIS SECTION SHOULD BE READ IN CONJUNCTION WITH OUR FINANCIAL STATEMENTS
INCLUDED IN THIS ANNUAL REPORT. UNLESS OTHERWISE INDICATED, ALL FINANCIAL
INFORMATION IN THIS ANNUAL REPORT HAS BEEN PREPARED IN ACCORDANCE WITH NORWEGIAN
GAAP. THE U.S. DOLLAR TRANSLATIONS PROVIDED IN THIS ANNUAL REPORT ARE, UNLESS
OTHERWISE INDICATED, CALCULATED AT THE EXCHANGE RATE AS OF DECEMBER 31, 2002
REPORTED BY THE FEDERAL RESERVE BANK OF NEW YORK AS ITS NOON BUYING RATE FOR
NORWEGIAN KRONER, WHICH WAS NOK 6.9375 PER $1.00. ALL TRANSACTIONS FROM
NORWEGIAN KRONER ("NOK") TO U.S. DOLLARS ("$" OR "USD") SET FORTH IN THE
DISCUSSION BELOW HAVE BEEN MADE SOLELY FOR THE CONVENIENCE OF THE READER, AND
SHOULD NOT BE CONSTRUED AS A REPRESENTATION THAT THE KRONER AMOUNTS ACTUALLY
REPRESENT SUCH U.S. DOLLAR AMOUNTS OR COULD BE CONVERTED INTO U.S. DOLLARS AT
THE RATE IMPLIED BY SUCH TRANSLATIONS.

     AS DESCRIBED IN THE EXPLANATORY NOTE TO THIS FORM 20-F/A, INSTEAD OF
NORWEGIAN KRONER, CANADIAN DOLLARS WERE USED AS THE FUNCTIONAL CURRENCY OF THE
CANADIAN BRANCH OF OCEAN RIG 2 AS, EFFECTING THE CURRENCY TRANSLATION OF THE
HISTORICAL COST OF APPROXIMATELY ONE THIRD OF THE BOOK VALUE OF THE DRILLING RIG
"EIRIK RAUDE". THIS UNINTENTIONAL ERROR HAS BEEN CORRECTED AND OUR FINANCIAL
STATEMENTS HAVE BEEN RESTATED TO REFLECT THIS CORRECTION. AS A FURTHER
CONSEQUENCE OF THIS CORRECTION, THE INTEREST AND OTHER FINANCIAL EXPENSES FOR
2002 WAS REDUCED BY A REVERSAL OF A RECORDED UNREALIZED CURRENCY EXPENSE. WE
HAVE ACCORDINGLY ADJUSTED OUR COMMENTS BELOW WHERE APPROPRIATE. ALL OTHER
COMMENTS HAVE REMAINED UNCHANGED IN COMPARISON WITH THOSE INCLUDED IN THE FORM
20-F FILED ON JUNE 30, 2003.

     THE FOLLOWING INFORMATION CONTAINS FORWARD-LOOKING STATEMENTS. THESE
FORWARD-LOOKING STATEMENTS SHOULD BE READ IN CONJUNCTION WITH THE CAUTIONARY
DISCUSSION RELATING TO FORWARD-LOOKING STATEMENTS FOUND IN THE SECTION ENTITLED
"NOTICE REGARDING FORWARDING-LOOKING STATEMENTS" AND IN ITEM 3, "KEY
INFORMATION-RISK FACTORS".

OVERVIEW

     We operated as a development-stage company from our inception in September
1996 until the first quarter of 2002. Since inception, we have devoted
substantially all of our efforts to the ongoing construction of our fleet of
four (now two) rigs: (1) designing, engineering and contracting with a baredeck
construction yard in Dalian, China, outfitting yards in Mississippi and in
Halifax, Canada, as well as various equipment suppliers for our rigs; (2)
overseeing construction of the rigs; (3) raising capital; and (4) marketing our
rigs. Our first rig, Leiv Eiriksson commenced drilling operations offshore
Angola under a drilling contract with ExxonMobil on February 7, 2002, and our
second rig, Eirik Raude commenced drilling operations on November 1, 2002 under
the drilling contract with EnCana Corporation, thus, the year ended 2002 was our
first year with revenues from drilling operations. We sold our two remaining
baredecks to Noble Drilling in March 2002.

     The Company has incurred operating losses in each period since inception
and up to December 31, 2002. As of December 31, 2002, we had an accumulated net
loss from operations of NOK 880.5 million ($126.9 million). To date, our capital
raising efforts have consisted of the following:

     o    private placements of shares in October and November 1996;

     o    public offering of shares in Norway in January 1997;

     o    global offering of shares (including a public offering in Norway) in
          October 1997;

     o    issuance of 10 1/4% notes due 2008 together with the incurrence of
          loans in May 1998;

     o    private placement and subsequent share issue in September/October
          1999;


                                       13
<PAGE>


     o    private placement of shares in May/June 2000;

     o    issuance in May/June 2000 of 13% subordinated convertible bonds due
          2005;

     o    issuance in October 2000 of 11% subordinated convertible bonds due
          2005;

     o    private placement and subsequent share issue in May/June 2001;

     o    incurrence of floating rate loans in June 2001;

     o    issuance of zero coupon subordinated convertible bonds in
          November/December 2001;

     o    incurrence of short-term revolving loan in February 2002;

     o    private placement and subsequent share issue in April 2002;

     o    private placement and subsequent issue of shares and incurrence of USD
          short term loan in May/June 2002;

     o    incurrence of a convertible loan and issuance of warrants in August
          2002;

     o    private placement and subsequent issue of shares in December 2002 and
          January 2003; and

     o    financial income on such funds.

     With both rigs on contract and in operations, we expect to generate net
operating profit. The time it will take for the Company to reach profitability
after taking financial items into account, if ever, are highly uncertain. We
cannot assure you that we will generate significant revenues in the future.

RIG CONSTRUCTION

     The baredeck units for Leiv Eiriksson, Eirik Raude, Rig No. 3 and Rig No. 4
were delivered to us on June 18, 1998, October 6, 1998, May 7, 1999 and
September 15, 1999, respectively. Outfitting of Leiv Eiriksson and Eirik Raude
commenced at the Friede Goldman Shipyard in Pascagoula, Mississippi thereafter.
After a series of delays and disputes at the Friede Goldman Shipyard, Leiv
Eiriksson left the Friede Goldman Shipyard in May 2001 and started a series of
sea trials and commissioning. The rig commenced drilling operations on February
7, 2002. Eirik Raude left the Friede Goldman Shipyard and underwent
commissioning and sea trials at the Halifax Shipyard, and commenced operations
offshore Canada in November 2002. The baredecks for Rig No. 3 and Rig No. 4 were
sold to Noble Drilling in March 2002 for $45 million.

     A. OPERATING RESULTS

YEAR ENDED DECEMBER 31, 2002 COMPARED TO YEAR ENDED DECEMBER 31, 2001

     We had revenues for 2002 of NOK 534.3 million ($77.0 million) mainly
related to the operation of one rig for more than 10 months and both our rigs in
operation in the last two months of the year, compared to NOK 10.5 million ($1.5
million) for 2001. In 2001 Ocean Rig had no rigs in operation. Revenue in 2001
related to external activities of Ocean Rig AS (providing rig management
services). Operating expenses amounted to NOK 713.5 million ($102.8 million) of
which NOK 553.0 million ($ 79.7 million) was for other operating expenses and
NOK 160.6 million ($23.2 million) for depreciation.

     Other operating expenses apply mainly to operation of Leiv Eiriksson (cost
such as crew cost, repair and maintenance, catering and insurance), preparations
for operation and operation of Eirik Raude and fees to external advisers as well
as general administrative expenses. For 2001, other operating expenses amounted
to NOK 461.3 million ($ 66.5 million) and depreciation and write-downs amounted
to NOK 255.2 million ($ 36.8 million). The write down of NOK 240.1 million
($34.6 million) was a result of asset impairment write-down related to Rig No. 3
and Rig No. 4 of NOK 240.1 million ($26.8 million). The impairment review was
performed due to the fact that the market value of the Company's equity


                                       14
<PAGE>

exceeded the carrying amount of the shareholders' equity in addition to
increases in expected costs to complete the rigs.

     The Group's cash on hand and long-term loans are mainly in USD. This
resulted in a net foreign-exchange gain of NOK 895.2 million ($129.0 million) in
2002. Net foreign-exchange losses totaled NOK 70.7 million ($10.2 million) in
2001. Interest expense during the construction period has been capitalized as
part of the cost price for the rigs. Capitalized interest amounted to NOK 301.5
million ($43.5 million) for 2002 and NOK 449.1 million ($64.7 million) for 2001.
The reduction in interest expenses capitalized in 2002 compared with 2001 is
primarily attributable to the fact that no interest was capitalized in the last
quarter of 2002 after the completion of Eirik Raude.

     Net result before taxes in 2002 was NOK 506.1 million ($72.9 million)
compared to a loss before taxes of NOK 819.1 million ($ 118.1 million) in 2001.
The major reasons for this change are the increase in revenue from 2001 to 2002
and the positive development in exchange rates in 2002 compared with 2001 as
explained above..

YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000

     We had revenues for 2001 of NOK 10.5 million ($1.5 million) related to
external activities of Ocean Rig AS compared to NOK 13.7 million ($2.0 million)
for 2000. Our operating expenses mainly consisted of personnel expenses and fees
of our advisors, primarily legal fees, marketing fees and engineering fees. We
incurred an operating loss of NOK 705.9 million ($ 101.8 million) in 2001
compared to an operating loss of NOK 162.8 million ($ 23.5 million) for the same
period in 2000 . The increase in operating loss from 2000 to 2001 was primarily
due to an increase in operating and administrative expenses, reflecting costs
related to completion, outfitting and preparation of Rig No. 1 for operation,
and writedown of two baredeck hulls.

     The Group's cash on hand and long-term deposits are mainly in USD. This has
resulted in a net foreign exchange loss of NOK 70.7 million ($ 10.2 million) for
2001 compared to NOK 202.6 million ($ 29.2 million) for 2000. Both realized and
unrealized foreign exchange gains and losses are recognized as they arise, on
the basis of the exchange rate at the end of each quarter. Interest expense
during the construction period has been capitalized as part of the cost price
for the rigs. Capitalized interest amounts to NOK 449.1 million ($64.7 million)
for 2001 compared to NOK 334.4 million ($48.2 million) for 2000.

     Our loss before taxes was NOK 819.1 million ($118.1 million) in 2001
compared to a loss before taxes of NOK 329.7 million ($47.5 million) in 2000.

     Our financial statements are prepared in accordance with generally accepted
accounting principles in Norway ("Norwegian GAAP") which differ in certain
respects from accounting principles generally accepted in the United States
("U.S. GAAP"), and reconciled to U.S. GAAP for purposes of this annual report.
For a detailed discussion of the significant differences, see Note 27 to the
Financial Statements included in this annual report.

     B. LIQUIDITY AND CAPITAL RESOURCES

     Since the commencement of our operations, we have financed our operations
primarily through the placement of debt and equity securities, the incurrence of
indebtedness and financial income generated from our securities placements. As
of December 31, 2002, we had received total proceeds of approximately NOK 10.4
billion (USD 1,322 million at historical exchange rates) from such placements.
Our placements and indebtedness include the issuance of 10 1/4% senior secured
notes due 2008 (the "Notes") and incurrence of floating rate senior secured
loans due 2008 (the "1998 Loans").

     Ocean Rig's subsidiary, Ocean Rig Norway AS, which issued the Notes and
incurred the 1998 Loans, is subject to the terms of the indenture under which
the Notes were issued and the credit


                                       15
<PAGE>

agreement pursuant to which the 1998 Loans were made. Such agreements place
significant limitations on the use of funds held by Ocean Rig Norway AS. These
funds were, among other things, used for the payment of certain initial interest
payments on the debt instruments and to fund the construction and outfitting of
the Company's two rigs.

     In 1998, Ocean Rig Norway's subsidiary, Ocean Rig 2 AS, the owner of EIRIK
RAUDE, entered into credit agreements with Fortis Bank (formerly MeesPierson
N.V.), Christiania Bank og Kreditkasse ASA and Eksportfinans ASA (collectively,
the "Banks"), which, subject to certain conditions, entitled Ocean Rig 2 AS to
draw up to USD 50.0 million prior to delivery of EIRIK RAUDE and up to USD 100.0
million after the delivery of EIRIK RAUDE. As a number of the conditions for
making drawdowns under the bank facility were not fulfilled, no drawdowns were
made under this facility, USD 100.0 million of which was refinanced with the
2001 Loans (described below).

     In May/June 2000, Ocean Rig ASA issued NOK 200.0 million (USD 21.9 million
at historical exchange ratres) of 13% subordinated convertible bonds due 2005.
The bonds have a five year maturity, a 13% coupon and a conversion price of NOK
70 per share (updated conversion price at March 31, 2003 is NOK 22.83 per
share). The Company also increased its share capital by NOK 266.8 million ( USD
28.6 million at historical exchange rates) by issuing 8,891,900 shares each with
a par value of NOK 30.0. The subscription price for this issuance was NOK 40.0
per share. The total subscription amount was NOK 555.7 million (USD 62.8 million
at historical exchange rates) for the convertible bonds and the share issuance
has been fully paid to the Company.

     In October 2000, Ocean Rig ASA issued NOK 300.0 million (USD 32.8 million
at historical exchange rates) of 11% subordinated convertible bonds due 2005.
These bonds have a five year maturity, a 11% coupon and a conversion price of
NOK 75.0 per share (updated conversion price at March 31, 2003 is NOK 24.45 per
share).

     During August/September 2002 NOK 66.0 million and NOK 41.0 million of the
NOK 200.0 million convertible bond and NOK 300.0 million convertible bonds,
respectively, were converted to the Company's new Mandatory Convertible Bond
issued in August/September 2002 as discussed below.

     In April/May 2001, the Company further increased its share capital by NOK
400.0 million (USD 43.7 million at historical exchange rates) by issuing
10,000,000 shares each with a par value of NOK 30. The shares were offered in a
private placement at a price of NOK 40.0 per share to existing shareholders
owning more than 38,000 shares as of April 30, 2001. The total subscription
amount of NOK 400.0 million for the share issuance has been fully paid to the
Company. In a subsequent share issue, 1.6 million shares were offered to and
subscribed to by shareholders holding less than 38,000 shares on terms
principally the same as in the private placement. The total subscription amount
of NOK 64.9 million (USD 7.2 million at historical exchange rates) for the
subsequent share issuance has been fully paid to the Company.

     In June 2001, Ocean Rig successfully concluded a five-year Loan Facility
(the "2001 Loans"), in principal amount of USD 100.0 million, to finance the
remaining completion costs of LEIV EIRIKKSON and EIRIK RAUDE. This Loan Facility
refinanced the bank facility entered into by Ocean Rig 2 in 1998 with Fortis
Bank (Nederland) N.V., Christiania Bank and Kreditkasse ASA described above.
This facility was repaid in full on June 28, 2002 with a six-year take-out
facility with Fortis and Christiania Bank (the "Fortis Facility"), pursuant to a
loan agreement entered into in November 2001, as amended.

     As a consequence of increased costs in connection with increased
investments and further delays in the construction of the Company's two rigs,
the Company issued in November/December 2001 an equity issue of NOK 440.0
million (USD 49.0 million at historical exchange rates), equaling 58,666,667
shares. Since the par value of the Company's shares was higher than the price
payable for the new shares, the General Meeting decided that the increase in
share capital should take place in the form of a short-


                                       16
<PAGE>


term subordinated convertible bond issue, to be converted into shares
immediately upon completion of the write-down of the par value of the Company's
shares. A resolution was made to write down the par value of the Company's
shares from NOK 30.0 per share to NOK 1.0 per share. In a subsequent issue in
December 2001, the Company issued an equity issue (on same terms as the original
issue) totaling NOK 112.5 million (USD 12.5 million at historical exchange
rates), equaling 14,999,999 shares. The total subordinated convertible bond
totaling NOK 552.5 million was converted to 73,666,666 shares in the company in
February 2002.

     In February 2002, the Company entered into a short-term revolving credit
facility provided by EnCana totalling USD 19.0 million. An initial drawdown of
USD 10.0 million was made under this facility in February 2002. The loan was
initially secured with a mortgage over the Company's fourth baredeck. Upon the
sale of this baredeck in March 2002, this mortgage was released and part of the
proceeds of the sale were used to repay the outstanding amount under this
facility at that time. The facility matured upon the delivery of EIRIK RAUDE
under the drilling contract with EnCana November 1, 2002.

     In April 2002, the Company conducted a private placement of 24,444,445 new
shares with a par value of NOK 1. The subscription price was NOK 9 per share.
The private placement was directed towards the largest existing shareholders of
the company as of April 2, 2002. The total subscription amount of NOK 220.0
million (USD 25.0 million at historical exchange rates) was fully paid to the
company in April 2002. Proceeds from this placement were also used to help fund
the shortfall with respect to remaining completion costs for EIRIK RAUDE.

     In May/June 2002, after a review of the project and reconciliation of
completion estimates, the company announced that it is expected that costs for
EIRIK RAUDE would increase by approximately USD 45.0 million. As a result of the
delayed startup for LEIV EIRIKKSON and these cost overruns for EIRIK RAUDE, the
Company required additional financing for the period until both rigs were in
normal operation. Accordingly, the Company, in cooperation with some of the
major shareholders, negotiated a financing solution consisting of a private
placement of shares and short term bonds (the "USD Short Term Loan") combined
with the issuance of shares and warrants. The Company raised an additional NOK
652.7 million (USD 80.9 millions at historical exchange rates) in new liquidity
from this financing.

     In August 2002, the Company announced that, after a change in the project
management team at the Halifax shipyard in Canada and an in-depth analysis of
the scope of work remaining for the completion of EIRIK RAUDE, the date for
commencement of operations were postponed and scheduled to be in the beginning
of the fourth quarter of 2002. The results of the analysis increased the
estimated cost to complete the rig by USD 40.0 million in addition to a delay in
revenues of approximately USD 5.0 million. To cover the increased capital
requirement it was resolved that a mandatory convertible bond loan be issued
with the right for both the lender and the borrower to convert new bonds to
shares in the Company. Participants in the Company's USD Short Term Loan from
May/June 2002 and the NOK subordinated convertible loans issued in 2000 were
offered the opportunity to convert their loans fully or partially to the new
mandatory convertible bond issue. The subscription amount totalled NOK 669.5
million (USD 77.9 million at historical exchange rates) and included both
subscribed bonds and conversion of existing loans. In a subsequent issue the
Company raised NOK 77.4 million (USD 10.2 million) which included both
subscribed bonds and conversion of existing loans. The transactions provided the
Company with new liquidity of NOK 324 million (USD 42.6 million at historical
exchange rates) and reduced the Company's USD Short Term Loan from May/June 2002
by approximately NOK 248 million (USD 32.6 million at historical exchange
rates).

     Participants in the new loan were allotted a total of 191,275,343
independent subscription rights, each granting the right to subscribe to one
share in Ocean Rig for NOK 1.0 per share by October 31, 2002. The independent
subscription rights were exercisable upon i) failure to deliver EIRIK RAUDE on
contract by October 15, 2002 or ii) cost overrun exceeding USD 8.0 million
resulting from completion from the rig.



                                       17
<PAGE>


     Since the rig was not completed and delivered on contract by October 15,
2002 the independent subscriptions rights became exercisable on October 16,
2002. 191,258,154 (99.99% of the total number of subscription rights) were
exercised by October 31, 2002. Exercise of the subscription rights provided the
Company with approximately USD 25.0 million in new liquidity (at historical
exchange rates).

     In December 2002 the Company conducted a private placement of NOK 111.0
million (USD 15.5 million at historical exchange rates) at a subscription price
of NOK 1.0 per share.

     In January 2003, in a subsequent issue, the Company issued shares totalling
NOK 35.1 million (USD 5.1 million at historical exchange rates) at a
subscription price of NOK 1.0 per share.

     The Fortis Facility (described above) contains restrictions on, among other
things, minimum working capital and value adjusted equity (including market
value of rigs). As of December 31, 2002, the Company was unable to comply with
two of its covenants relating to these restrictions . Ocean Rig obtained
temporary waivers from the lenders as of May 15, 2003 waiving noncompliance of
the working capital covenant through March 31, 2003, and waiving noncompliance
of the value adjusted equity covenant through December 31, 2003, and expects to
meet the covenants at future determination dates.

     The Company may seek to access the public or private capital markets
whenever conditions are favorable. The Company also, under certain
circumstances, may seek additional funding through strategic partnerships and
other financing mechanisms. There can be no assurance that such funding will be
available on terms acceptable to the Company or allowable under the terms of the
Notes, the 1998 Loans and the 2002 Loans.


<TABLE>
<CAPTION>
                       OUTSTANDING DEBT OBLIGATIONS AND COMMITMENTS

            FACILITY              PRINCIPAL AMOUNT OUTSTANDING          MATURITY DATE
--------------------------------- ------------------------------------- -------------------------

<C>                               <C>                                    <C>
1998 Senior Secured Notes         $225 million                          June 1, 2008
1998 Floating-Rate Senior         $125 million                          June 1, 2008
Secured Loans
2002 Floating Rate Senior         $100 million                          June 28, 2006
Secured Loans
Zero Coupon Mandatory             NOK  669.5 million ($96.5 million)    August 22, 2005
Convertible Bond
13% convertible bond 2000/2005    NOK 134 million ($19.3 million)       May 25, 2005
11% convertible bond 2000/2005    NOK 259 million ($37.3 million)       May 25, 2005
2002 USD Short Term Loan (1)      $13.1 million                         May, 13, 2003

<FN>
--------------
     (1)  In May 2003, the Company exercised its option to extend the final
          installment by three months from May 13, 2003 to August 13, 2003.

</FN>
</TABLE>


RELATED-PARTY TRANSACTIONS

     Ocean Rig has entered into the following agreements with related parties:


                                       18
<PAGE>

<TABLE>
<CAPTION>
                                                      PAYMENTS TO RELATED PARTIES
                                                  -----------------------------------
                                          TOTAL CONTRACT              YEAR ENDED DECEMBER 31,
                                              VALUE             2000         2001          2002
                                         --------------      ---------    ----------   -----------
                                              NOK               NOK           NOK           NOK
<S>                                         <C>              <C>          <C>           <C>
                                                            (AMOUNTS IN THOUSANDS)

Agreement regarding delivery of equipment
from Hydralift ASA for Rig No. 1 and
Rig No. 2 (total for both rigs)             567,435           39,358       43,789        21,194

</TABLE>

     Board member Bjarne Skeie sold his shares in Hydralift ASA in December 2002
and as of December 31, 2002, Hydralift is no longer considered as related party
to the Company. Transactions up until Mr. Skeies sale of his shares in Hydralift
ASA are included in the table.

Amounts related to payments to Hydralift ASA for the supply of equipment have
mainly been capitalized as part of spare parts.

In addition to the above-mentioned transaction, two of the Board members have
received compensation for additional services during 2002. Chairman of the
Board, Morten Borge received a compensation of NOK 1,442,818 for work performed
that exceeds work relating to his position as Chairman of the Board. Board
member Geir Aune received consulting fees of NOK 100,000.

C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES

     Although we purchased the right to use the Bingo rig design for our rigs,
neither we nor the company from whom we bought those rights has secured or
applied for any patents or other intellectual property protection relating to
the design. See Item 3, "Key Information--Risk Factors".

D. TREND INFORMATION

     The long-term prospects for the deepwater market remain optimistic, as it
is expected that a significant portion of future world oil supply will come from
deepwater plays. The short-term outlook however, has uncertainties. A sizeable
portion of the deepwater fleet comes to the end of their long term contracts,
towards the end of 2003 and into 2004. This available capacity is in addition to
capacity, which a number of clients are prepared to sublet, for drilling units
they have under contract, but for which they have limited amounts of work.
Coupling this with and economic uncertainties in the major economies world wide,
contributes to an uncertain market outlook in the short-term. Ocean Rig
continues to focus its marketing efforts primarily on West Africa, in the US
Gulf of Mexico, offshore Brazil and the East Coast of Canada. The company is
also pursuing prospects in the North Sea/Atlantic Margin area.

     Despite the current uncertainty, the fundamentals remain in place. World
oil demand has grown by 14% since 1990. World demand for gas has increased twice
as much as the rate of oil, over 20% since 1990 to 230 bcf per day in 2000.
According to BP a cautious forecast suggests the world will be using 90 million
barrels of oil and 300 bcf of gas per day in ten years' time. Even in the
current economic climate, demand for oil and gas continues to grow, but at a
slower pace. The latest IEA estimate shows a 200,000 barrel per day increase in
demand for 2002. Except for the 1979-1982 period, demand has grown every year
since 1971 (see figure 3 below). This, combined with a very moderate growth in
production capacity has almost eliminated the world's production buffer. On top
of this many fields in the OECD area will peak in the next couple of years and
start declining. This will leave the world even more dependent on a few Middle
East producers.

     In the mid 1980s there was a significant surplus capacity in the oil market
(developed production capacity in relation to consumption). During the 1990s a
significant growth in consumption was not


                                       19
<PAGE>


compensated through a corresponding increase in production capacity, implying a
much more balanced ratio of supply and demand. Oil market experts disagree on
the actual size of the remaining capacity surplus, but there seems to be
consensus that the surplus is significantly lower than it has been historically.
The experts also seem to agree that the remaining spare capacity is largely in
the hands of OPEC or more specifically Saudi-Arabia, Iraq and United Arab
Emirates.

     Analysts such as IEA, CGES, DOE, etc., anticipate continued growth in oil
consumption over the next 10 years, while on the supply side a number of fields
and provinces suffer from declining output from aging oil fields. The rate of
recovery (i.e., percentage exploitation of each field) has improved
significantly and has increased demand for drilling and other oil-related
services. At the same time, new discoveries represent a smaller portion of total
consumption than previously (BP Statistical Review). On a more aggregate level,
this indicates a requirement for a high activity level across the entire life
cycle of oil and gas developments going forward.

INVESTMENTS IN EXPLORATION AND DEVELOPMENT

     Worldwide Exploration and Production (E&P) spending is forecast to rise 0 -
5% in 2003, following a similar increase in 2001. However, large geographical
differences are expected. A flat development is seen in the US, while
international spending is expected to be up 5%. Spending can be positively
affected if US gas prices hover around today's high levels ( > USD 5 per cubic
feet).

     Global upstream investments increased significantly from 1991 to 1998
despite relatively stable and even falling prices. Historically, E&P investments
have been more closely linked to the aggregate demand for oil than the oil price
itself, as long as the oil price is high enough to generate adequate cash flow.
Since 1999 aggressive production cuts and improved discipline, among OPEC
members, have contributed to high oil prices. However the global demand growth
for oil has been low and E&P investment levels are still beyond 1998-levels. See
Item 3, "Key Information--Risk Factors". The growth within deep water, which is
Ocean Rig's main market, is expected to be much higher than for the industry in
general. During the last couple of years the world's deepwater reserves have
more than doubled

     According to the World Deepwater Report 2001-2005 by Douglas-Westwood and
Infield Systems 26 companies will spend an estimated USD 10 billion annually by
2005, more than doubling current expenditures. Production from shallow-water
regions is now in serious decline. Below 500 meters however, production is set
to increase dramatically as the major oil companies target more than 20 billion
boe of reserves slated for development in 114 fields offshore Brazil, the Gulf
of Mexico and West Africa. In addition to large reserves another factor driving
activity is the high potential for deepwater prospects. Down to 100 meters the
average field is expected to produce some 16,000 boe per day, while between
1,000 to 1,500 meters the average field is expected to produce some 62,000 boe
per day. In the past five years only two companies, Petrobras and Shell, have
brought more than 1 billion boe of deepwater reserves on-stream, but in the next
five years Petrobras has 3.3 billion boe of prospects, BP 2.6 billion boe,
ExxonMobil 2.4 billion boe, Shell 2.3 billion boe and Chevron Texaco 1.5 billion
boe. TotalFinaElf is a newcomer to the billion-barrel deepwater club as its huge
Girasol development came on-stream offshore Angola in late 2001.

MARKET FOR DRILLING RIGS FOR DEEPWATER DRILLING

     Drilling at water depths exceeding 400 feet + normally requires the use of
semi-submersible rigs or drillships. Water depths between 3,000 and 10,000 feet
are termed extreme depths and drilling operations at these depths are pushing
the limits of existing technology.



                                       20
<PAGE>


SEMI-SUBMERSIBLE DRILLING RIGS

     Semi-submersible drilling rigs are floating platforms and feature a
ballasting system that can lower parts of the hull to a predetermined depth (50
- 80 feet). This reduces the rig's exposure to wave impacts and increases
stability. Semi-submersible drilling rigs retain their position above the
wellhead either by means of a conventional mooring system, consisting of anchors
and chains or cables, or by a computerized Dynamic Positioning system ("DP
system").

DRILLSHIPS

     Drillships are ships with on-board propulsion machinery, often constructed
for drilling in deep water. They are based on conventional ship hulls but have
certain modifications. Drilling operations are conducted through openings in the
hull ("moon pools"). Drillships normally have higher load capacity than
semi-submersible drilling rigs and are well suited to offshore drilling in
remote areas due to their mobility and high load capacity. Like semi-submersible
drilling rigs, drillships can be equipped with conventional mooring systems or
DP systems.

<TABLE>
<CAPTION>
<S>                   <C>               <C>                            <C>
--------------------- ----------------- ------------------------------ --------------------
MARKET SEGMENT        WATER DEPTH                 RIG TYPE                MAJOR MARKET
--------------------- ----------------- ------------------------------ --------------------
Shallow water         < 400 feet        Jack-ups                       US Gulf
--------------------- ----------------- ------------------------------ --------------------
Intermediate water    300-3,000 feet    2nd & 3rd generation semis,    Worldwide
                                        drillships,
--------------------- ----------------- ------------------------------ --------------------
Deepwater             3,000-5,000 feet  2nd, 3rd, 4th & 5th            West Africa,
                                        generation semis and           Brazil, USA
                                        drillships, including DP
--------------------- ----------------- ------------------------------ --------------------
Ultra-deepwater       > 5,000 feet      5th generation DP semis and    Brazil, USA, West
                                        DP drillships                  Africa
--------------------- ----------------- ------------------------------ --------------------
</TABLE>


     The worldwide fleet of mobile drilling rigs totals 586 units. Leaving aside
the 383 jack-ups (most of which are only capable of drilling in water depths
between 150 and 300 feet) there are 203 floating rigs. There are a total of 164
(working and idle) semi submersibles and 39 (working and idle) drillships in the
world today.

     The market for drilling at ultra-deepwater depths (greater than 5000 feet)
consists of 63 rigs. 38 of these are semi-submersible drilling rigs while 25 are
conventional drillships.

TECHNICAL ADVANCES

     During the last decade the technology involved in exploration and
production of oil and gas has developed rapidly. New solutions for floating
production, well drilling and completion and pipeline technology have enabled
oil companies to operate on a commercial basis at greater depths. Furthermore,
developments within the seismic technology field have led to a higher success
rate in exploration drilling, and an increase in the number of fields in
production or development.

TRENDS

     During recent years developments in the market have been positive for
suppliers of rigs, equipment and services. Despite setbacks in certain segments
the overall trend has been favorable the last two years. Activity has picked up
and capacity has tightened, thus increasing rates and prices. The current
drilling plans of the oil companies supported by oil service companies indicate
a concern for rig availability, particularly in deepwater. Seismic tendering
activity has increased, reflecting a shift in supply to Canada, Brazil and West
Africa.


                                       21
<PAGE>


     Following the tightening of the market, the rates for supply vessels have
increased dramatically and have, for short periods, reached 1998 levels. Going
forward, new geographic regions and deepwater field developments, such as the
Canadian region, will likely offer significant growth. See Item 3, "Key
Information--Risk Factors".

SUPPLY AND DEMAND FOR DEEPWATER RIGS

     We believe that exploration and development activities in deepwater and/or
harsh environments will increase the demand for high quality equipment,
including high-end drilling units, despite economic uncertainty and high
volatility in oil prices. See Item 3, "Key Information--Risk Factors".

     Until 1997 deepwater drilling was limited to offshore Brazil and to a
lesser degree the U.S. Gulf of Mexico and most drilling by floating rigs was in
medium water depths. Since then demand for deepwater drilling has accelerated.
The major deepwater markets today are West Africa, Brazil and the GoM.

     The ultra deepwater market is expected to continue to gain strength in the
medium and long term since oil production from these water depths is technically
and economically viable.

UTILIZATION RATES FOR RIGS

     The utilization rate for rigs (i.e., the number of rigs under contract in
relation to the total number of available rigs on the market) was close to 100%
for all types of rigs in February 1998, after which the utilization rate started
to decline. Currently capacity utilization for semi-submersible rigs is
approximately 69%. The corresponding figure for drillships is somewhat higher at
72%. The utilization rate for rigs in the segment in which Ocean Rig is
operating (ultra-deepwater and/or harsh environments) is close to 100%.

     The outlook for the deepwater drilling segment is based on the expected
level of exploration and development activity for deepwater oil and gas fields,
which, in turn, is affected by oil companies' revenues and ability to invest in
exploration and development activities.

Key elements for deepwater drilling are:

o    New technologies including deepwater drilling units have opened up the
     deepwater reserve base for exploration.

o    A great deal of previously unexplored acreage has become accessible, and
     the success rate of deepwater exploration drilling is higher than that at
     other depths. As a consequence, exploration costs per barrel of oil
     equivalents found are generally lower at deepwater levels than at other
     levels.

o    At more moderate depths the giant finds are few and far between while in
     deepwater the expectations is that there are many large oil accumulations
     to be found.

o    So far, only 53 out of 216 fields which have been discovered in deep water
     (2,000 ft or deeper) are under development.

These elements combine to direct resources toward deepwater activities, and
demand for deepwater rigs and drillships are expected to increase as exploration
and development activities increase.


                                       22
<PAGE>



DEVELOPMENT OF MARKET RATES FOR SEMI-SUBMERSIBLE RIGS

     Dayrates for ultra-deepwater semi-submersibles in the Canadian market look
promising. New contracts in this region have been secured at dayrates of USD
200,000. The first deepwater rig in the Canadian market started working in
November 2001. Fixtures for units capable of drilling in depths of up to 1,500
meters (5,000 feet) in the West-African region are currently in the range of USD
130,000 to 140,000 per day. Dayrates in the ultra-deepwater segment are
typically now around USD 170,000.

E.   OFF BALANCE SHEET ARRANGEMENTS

     None.


F.   TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

     As of December 31, 2002, the Company had the following contractual
obligations:

<TABLE>
<CAPTION>
                                                PAYMENTS DUE BY PERIOD
                        -------------  ------------------------------------------  --------------
CONTRACTUAL                TOTAL        LESS THAN     1 - 3 YEARS   3 - 5 YEARS     MORE THAN 5
OBLIGATIONS                               1 YEAR                                       YEARS
                        -------------  -------------  ------------ --------------  --------------
                            NOK            NOK            NOK           NOK             NOK
                                                  (AMOUNTS IN THOUSANDS)
<S>                     <C>            <C>            <C>          <C>             <C>
Notes and  Loans
(1), (2)                   3,129,476         23,982             -              -       3,105,494

Convertible loans            393,000              -       393,000              -               -
Madatory convertible
 bond (1)                    669,452              -       669,452              -               -
USD Short Term Loan (2)       90,814         90,814             -              -               -
Operating leases               6,565          3,490         3,075              -               -
                        -------------  -------------  ------------ --------------  --------------
TOTAL                      4,289,307        118,286     1,065,527              -       3,105,494
                        =============  =============  ============ ==============  ==============

<FN>
-----------------
(1)  The Mandatory convertible bond is shown gross of unamortized balance of
     warrants and intrinsic value. See Note 12, Convertible loans, for further
     information.

(2)  The Short term loan is shown gross of unamortized discount. See Note 10,
     USD Short Term Loan, for further information.

</FN>
</TABLE>


     Certain of the notes and loans included in the table are subject to
covenants requirements. If there is an event of default with respect to these
covenants, the holders of these debt instruments could elect to declare all
debts to be due and payable together with accrued and unpaid interest. As a
result, we could be forced into bankruptcy or liquidation.

     THE APPLICATION OF CRITICAL ACCOUNTING POLICIES

     Financial Reporting Release No. 60, which was released by the Securities
and Exchange Commission, requires all companies to include a discussion of
critical accounting policies or methods used in the preparation of financial
statements. Note 1 of the Notes to Financial Statements includes a summary of
the accounting policies and methods used in the preparation of our consolidated
financial statements. The following is a brief discussion of the more
significant accounting policies and methods that we use.


                                       23
<PAGE>


GENERAL

     The preparation of financial statements in conformity with generally
accepted accounting policies in Norway requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting periods. We evaluate these estimates on an ongoing basis, utilizing
historical experience, consultation with experts and other methods we consider
reasonable in the particular circumstances. Nevertheless, actual results may
differ significantly from our estimates. The most significant estimates and the
assumptions relate to our construction-in-progress and fixed assets balances and
to revenue and expense recognition.

CONSTRUCTION-IN-PROGRESS AND OTHER FIXED ASSETS

     Fixed assets are stated at cost, less accumulated depreciation and
impairment charges to recognize an economic impairment when management has
determined that an impairment has occurred. Cost includes interest incurred
during the construction period of the rigs based on prevailing interest rates
and weighted average capital expenditures. Expenditures for additions,
significant renewals and betterments are capitalized, whereas expenditures for
maintenance and repairs are expenses as incurred. The rigs are depreciated on a
straight-line basis over the estimated useful life of the assets ranging from 5
to 30 years. The primary portion of the rigs is depreciated over 30 years. When
assets are sold or retired, their costs and related accumulated depreciation are
removed from accounts and any gain or loss is included in net income. The
estimated useful life of the rigs could change resulting in different
depreciation amounts or impairment in the future.

     Prior to January 1, 2003 we evaluated the realizability of long-lived
assets for impairment as events or changes in circumstances indicate that the
carrying amount of such assets may not be fully recoverable. We evaluate the
recovery of long-lived assets by measuring the carrying amount of the assets
against the estimated undiscounted future cash flows associated with the assets.
At the time such evaluations indicate that the future undiscounted cash flows
are not sufficient to recover the carrying value of the assets, the assets are
adjusted to their fair values based on estimated future net cash flows,
discounted at a market rate of interest. During 2001, we recognized an
impairment on Rig No. 3 and Rig No. 4 based on this analysis. To the extent that
circumstances change or assumptions used in undiscounted and discounted cash
flow calculations change, we could experience additional impairments in the
future.

RECENT ACCOUNTING PRONOUNCEMENTS

     In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS
No. 143, "Accounting for Asset Retirement Obligations". SFAS No. 143 requires
that the fair value of a liability for an asset retirement obligation be
recognized in the period in which it is incurred if a reasonable estimate of
fair value can be made. The associated asset retirement costs are capitalized as
part of the carrying amount of the long-lived asset. An entity must measure
changes in the liability for an asset retirement obligation due to passage of
time by applying an interest method of allocation to the amount of the liability
at the beginning of the period. The interest rate used to measure the change
shall be the credit-adjustment risk-free rate that existed when the liability
was initially measured. That amount is to be recognized as an increase in the
carrying amount of the liability as an expense classified as an operating item
in the statement of income. SFAS No. 143 is effective for fiscal years beginning
after June 15, 2002. The Company does not expect an impact from adoption of SFAS
143.

     In January 2003, the FASB issued Interpretation 46, Consolidation of
Variable Interest Entities. In general, a variable interest entity is a
corporation, partnership, trust, or any other legal structure used for business
purposes that either (a) does not have equity investors with voting rights or
(b) has equity


                                       24
<PAGE>

investors that do not provide sufficient financial resources for the entity to
support its activities. Interpretation 46 requires a variable interest entity to
be consolidated by a company if that company is subject to a majority of the
risk of loss from the variable interest entity's activities or entitled to
receive a majority of the entity's residual returns or both. The consolidation
requirements of Interpretation 46 apply immediately to variable interest
entities created after January 31, 2003. The consolidation requirements apply to
older entities in the first fiscal year or interim period beginning after June
15, 2003. The Company is currently in the process of evaluating the impact of
the adoption of Interpretation 46.

CHANGE IN NORWEGIAN GAAP ACCOUNTING STANDARD FOR THE IMPAIRMENT OF LONG-LIVED
ASSETS

     Norwegian GAAP introduced a new accounting standard for the impairment of
long lived assets effective January 1, 2003. The new standard differs
significantly from the US GAAP accounting standard. Under Norwegian GAAP, the
nominal value approach is not used. If circumstances indicate that the carrying
value of the assets may not be recoverable, a recoverability test is performed
to calculate the fair value of the assets. The fair value of the assets are
determined through testing, where the higher of, the net sales value of the
assets or the net value in use of the assets, are used in determining fair
value. The value in use is determined by discounting future cash flows through a
net present value calculation. If the carrying value of the assets is not
recoverable, the carrying amount of the assets is written down to its estimated
fair value. Any subsequent reversed changes to the fair value of the assets will
be booked as an adjustment to the book value of the assets by a reversal of
previous impairment loss. The change in Norwegian GAAP Accounting standard will
cause a difference between Norwegian GAAP and US GAAP for financial reporting
periods subsequent to year end December 31, 2002.

     For additional information on our significant accounting policies, see Note
1 to our accompanying financial statements.



                                       25
<PAGE>



PART II

ITEM 15. CONTROLS AND PROCEDURES

     Within the 90-day period prior to the filing of this report on Form 20-F,
an evaluation was carried out under the supervision and with the participation
of Ocean Rig's management, including our Chief Executive Officer and Senior
Vice-president, Accounting, of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Rule 13a-14(c) under the
Securities Exchange Act of 1934). Based upon that evaluation and information
available at the time, the Chief Executive Officer and and Senior
Vice-president, Accounting concluded that the design and operation of these
disclosure controls and procedures were effective. Notwithstanding, in light of
the need to restate our financial information, as more fully described in note
29 of the financial statement included under Item 18, our management recognizes
the need to improve our disclosure controls and procedures to avoid such
unintentional errors in our financial information in the future.

     During the period covered by our annual report, and as of the date of
filing of our annual report, there were no significant changes made in our
internal control over financial reporting or in other factors that could
significantly affect these controls subsequent to the date of their evaluation.
Following the recent discovery of the unintentional error necessitating the
restatement of our financial information, however, PricewaterhouseCoopers DA has
since identified, in a letter to the board of Ocean Rig dated March 16, 2004,
certain matters it considers to be material weaknesses relating to, and arising
out of the need for, the restatement of our financial information, in connection
with their audit of the restated financial information for purposes of this
20-F/A. Management's evaluation of these recent observations is still ongoing,
however, we have included here a brief summary of the corrective measures we
have taken as of the date of this amended annual report in relation thereto:

     o    We have included in our internal control procedure a checklist for
          evaluating new and existing companies in the group against functional
          currency indicators according to GAAP, to ensure that the appropriate
          functional currency is selected for each of our companies and that our
          bookkeeping and reporting procedures are designed to reflect the
          functional currency for each company, and which sets forth the
          documentation to be provided in each evaluation of functional
          currency.

     o    We have implemented in our internal control procedure a technical and
          methodical review of our evaluation process and calculation models for
          impairment of long-lived assets, performed by a minimum of two
          competent employees.

     o    We are evaluating our internal control procedures with respect to the
          restatement of our financial information, including improving
          procedures relating to communication with our independent auditors,
          and a more stringent internal review process.


                                       26
<PAGE>


PART III

ITEM 18. FINANCIAL STATEMENTS


                         OCEAN RIG ASA AND SUBSIDIARIES

                          INDEX TO FINANCIAL STATEMENTS


CONSOLIDATED FINANCIAL STATEMENTS OF OCEAN RIG ASA                          PAGE

Report of Independent Auditors                                               28

Consolidated Statements of Operations for the years ended December 31,       29
2000, 2001 and 2002

Consolidated Balance Sheets as of December 31, 2001 and 2002                 30

Consolidated Statements of Changes in Shareholders' Equity for the
years ended December 31, 2000, 2001 and 2002                                 31


Consolidated Statements of Cash Flows for the years ended December 31,       32
2000, 2001 and 2002

Notes to Financial Statements                                                33


                                       27
<PAGE>



REPORT OF INDEPENDENT AUDITORS
To the Board of Directors and Shareholders of Ocean Rig ASA:

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, of cash flows and of changes in
shareholder's equity after the restatement described in note 29, present fairly,
in all material respects, the consolidated financial position of Ocean Rig ASA
and Subsidiaries at December 31, 2001 and 2002 and the results of their
operations and their cash flows for each of the 3 years in the period ended
December 31, 2000, 2001 and 2002, in conformity with generally accepted
accounting principles in Norway. These financial statements are the
responsibility of the company's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards in Norway and the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

Accounting principles generally accepted in Norway vary in certain important
respects from accounting principles generally accepted in the United States. The
application of the latter would have affected the determination of consolidated
net income for each of the three years in the period ended December 31, 2002 and
the determination of consolidated shareholders' equity at December 31, 2001 and
2002 to the extent summarized in Note 27, as restated, to the consolidated
financial statements.

The accompanying financial statements have been prepared assuming that Ocean Rig
will continue as a going concern. As discussed in Note 26 to the financial
statements, Ocean Rig has suffered recurring losses from operations and has
insufficient capital that raise substantial doubt about its ability to continue
as a going concern. Management's plans in regard to these matters are also
described in Note 26. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.


PRICEWATERHOUSECOOPERS DA



Oslo, Norway
March 28, 2003
except as to the information
presented in Note 25 and 26, for which the date is
June 25, 2003 and except as to the information presented
in note 29, for which the date is March 24, 2004.


                                       28
<PAGE>



<TABLE>
<CAPTION>
                         OCEAN RIG ASA AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
              FOR THE YEARS ENDED DECEMBER 31, 2000, 2001 AND 2002


                                                            YEAR ENDED DECEMBER 31,
                                            ---------------------------------------------------
                                                  2000         2001          2002        2002
                                                                         AS RESTATED  AS RESTATED
                                            --------------- ----------- ------------  -----------
                                                   NOK          NOK          NOK          USD(1)
                                           (amounts in thousands, except for per share information)
<S>                                                 <C>         <C>        <C>          <C>
OPERATING REVENUES                                  13,749       10,538    534,331      77,021
Operating expenses:
Salaries and other personnel expenses               45,479      110,285    164,335      23,688
Other operating and administrative expenses        127,251      350,998    388,668      56,024
Depreciation, amortization and asset
  impairment write down                              3,821      255,171    160,586      23,148
                                            --------------- ----------- ------------  -----------
TOTAL OPERATING EXPENSES                           176,551      716,454    713,589     102,860
                                            --------------- ----------- ------------  -----------

OPERATING LOSS                                    (162,802)    (705,916)  (179,258)    (25,839)
                                            --------------- ----------- ------------  -----------

Interest and other financial income                149,356       76,725    986,363     142,178
Interest and other financial expenses             (316,268)    (189,937)  (301,040)    (43,393)
                                            --------------- ----------- ------------  -----------
NET FINANCIAL INCOME (EXPENSE)                    (166,912)    (113,212)   685,323      98,785
                                            --------------- ----------- ------------  -----------

INCOME (LOSS) BEFORE TAXES                        (329,714)    (819,128)   506,065      72,946

Income taxes                                          (220)        (329)       (22)         (3)
                                            --------------- ----------- ------------  -----------

NET INCOME (LOSS)                                 (329,934)    (819,457)   506,043      72,943
                                            =============== ============ ===========  ===========

Basic earnings/ (loss) per share                    (8.14)      (15.84)       2.65        0.38
                                            =============== ============ ===========  ===========

Diluted earnings/ (loss) per share                  (8.14)      (15.84)       1.86        0.27
                                            =============== ============ ===========  ===========

<FN>
-----------------------
(1)  Translation of amounts from Norwegian kroner (NOK) into United States
     dollars (USD) has been made for the convenience of the reader using the
     noon buying rate on December 31, 2002 of $1.00 = NOK 6.9375.
</FN>
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                       29
<PAGE>

<TABLE>
<CAPTION>
                         OCEAN RIG ASA AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                        AS OF DECEMBER 31, 2001 AND 2002


                                                       AS OF DECEMBER 31,
                                         -----------------------------------------------
                                             2001             2002             2002
                                                           AS RESTATED     AS RESTATED
                                         --------------   --------------   -------------
                                              NOK              NOK            USD(1)
                                                      (AMOUNTS IN THOUSANDS)
ASSETS

<S>                                          <C>             <C>              <C>
Construction-in-progress                     3,966,497                -               -
Rigs, machinery and equipment                3,605,542        8,834,401       1,273,427
Long-term receivables and other assets         131,297           93,920          13,538
                                         --------------   --------------   -------------
Total non-current assets                     7,703,336        8,928,321       1,286,965
                                         --------------   --------------   -------------

Current receivables                             61,323          120,310          17,342
Restricted cash                                253,494            8,627           1,244
Cash and cash equivalents                      170,205          137,346          19,798
                                         --------------   --------------   -------------
Total current assets                           485,022          266,283          38,384
                                         --------------   --------------   -------------

Total assets                                 8,188,358        9,194,604       1,325,349
                                         ==============   ==============   =============

LIABILITIES AND SHAREHOLDERS' EQUITY

Share capital                                1,682,316          492,887          71,047
Other equity                                 1,120,972        4,243,830         611,723
                                         --------------   --------------   -------------
Total shareholders' equity                   2,803,288        4,736,717         682,770
                                         --------------   --------------   -------------

Pension liabilities                              1,088              591              85
Convertible loan                             1,052,500          996,143         143,588
Notes and loans                              4,007,109        3,105,494         447,639
                                         --------------   --------------   -------------
Total long-term liabilities                  5,060,697        4,102,228         591,312
                                         --------------   --------------   -------------

COMMITMENTS AND CONTINGENCIES

Accounts payable                                89,552           59,199           8,533
Short term loan                                      -           84,322          12,155
Other current liabilities                      234,821          212,138          30,579
                                         --------------   --------------   -------------
Total current liabilities                      324,373          355,659          51,267
                                         --------------   --------------   -------------

Total liabilities and shareholders'
 equity                                      8,188,358        9,194,604       1,325,349
                                         ==============   ==============   =============

<FN>
----------------
(1)  Translation of amounts from Norwegian kroner (NOK) into United States
     dollars (USD) has been made for the convenience of the reader using the
     noon buying rate on December 31, 2002 of $1.00 = NOK 6.9375.

</FN>
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                       30
<PAGE>

<TABLE>
<CAPTION>
                         OCEAN RIG ASA AND SUBSIDIARIES

           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
              FOR THE YEARS ENDED DECEMBER 31, 2000, 2001 AND 2002



                                  NUMBER OF                                        TOTAL
                                    SHARES           SHARE         OTHER      SHARE-HOLDERS'
                                 OUTSTANDING        CAPITAL        EQUITY         EQUITY
                                ---------------    -----------   -----------  --------------
                                                      NOK           NOK            NOK
                                        (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)

<S>                                 <C>             <C>           <C>           <C>
BALANCE AT DECEMBER 31, 1999        35,563,395      1,066,902     2,101,000     3,167,902

Share issuances,  net of share
 issuance cost                       8,891,900        266,757        70,771       337,528
Net loss                                     -              -      (329,934)     (329,934)
Translation differences                      -              -           (90)          (90)
                                ---------------    -----------   -----------    ----------

BALANCE AT DECEMBER 31, 2000        44,455,295      1,333,659     1,841,747     3,175,406

Share issuances,  net of share
 issuance cost                      11,621,906        348,657        96,054       444,711
Net loss                                     -              -      (819,457)     (819,457)
Translation differences                      -              -         2,628         2,628
                                ---------------    -----------   -----------    ----------

BALANCE AT DECEMBER 31, 2001        56,077,201      1,682,316     1,120,972     2,803,288

Write down of nominal share
 value                                             (1,626,239)    1,626,239             -

Share issuances, net of share
 issuance cost                     245,548,354        245,549       990,619     1,236,168

Exercise of warrants               191,258,154        191,258             -       191,258

Conversion of convertible debt           3,142              3             8            11

Net income                                   -              -       506,043       506,043

Translation differences                      -              -           (51)          (51)
                                ---------------    -----------   -----------    ----------

BALANCE AT  DECEMBER  31, 2002
AS RESTATED                        492,886,851        492,887     4,243,830     4,736,717
                                ===============    ===========   ===========    ==========

</TABLE>


              The accompanying notes are an integral part of these
                       consolidated financialstatements.




                                       31
<PAGE>


                         OCEAN RIG ASA AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE YEARS ENDED DECEMBER 31, 2000, 2001 AND 2002

<TABLE>
<CAPTION>
                                                     YEAR ENDED DECEMBER 31,
                                            ----------------------------------------------
                                                2000       2001        2002         2002
                                                                   AS RESTATED AS RESTATED
                                             ----------  --------- -----------  ----------
                                                 NOK        NOK       NOK         USD(1)
                                                          (AMOUNTS IN THOUSANDS)

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                           <C>        <C>         <C>         <C>
Net income (loss)                             (329,934)  (819,457)   506,043     72,943
Adjustments to reconcile net income (loss)
 to net cash used in operating activities:
     Depreciation, amortization (including
     amortization of loan discount) and asset
     impairment write down                      14,822    287,002    317,141     45,714
     Gain/loss from sale of assets                                     2,251        324
     Net unrealized foreign exchange gain
     /loss                                     273,556     56,702   (918,328)  (132,372)
Changes in operating assets and liabilities:
     Current receivables                          (372)   (44,569)   (58,987)    (8,503)
     Accounts payable                           22,384     50,118    (30,353)    (4,375)
     Other current liabilities                  (9,893)    61,310     41,516      5,984
                                              ---------  ---------  ---------  ---------
     NET CASH USED IN OPERATING ACTIVITIES     (29,437)  (408,894)  (140,717)   (20,284)
                                              ---------  ---------  ---------  ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Payments related to building contracts (1,230,451)(1,563,195 (1,903,093)  (274,320)
     Change in restricted cash                 475,218   (217,535)   244,867     35,296
     Proceeds from sale of fixed assets              -          -    377,330     54,390
     Purchase of machinery, equipment and
      intangible assets                         (1,805)      (803)    (3,061)      (441)
     Net change in long-term receivables           (11)    (4,259)     3,367        485
                                              ---------  ---------  ---------  ---------
     NET CASH USED IN INVESTING ACTIVITIES    (757,049)(1,785,792 (1,280,590)  (184,590)
                                              ---------  ---------  ---------  ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Net proceeds from issuance of
      long-term debt and convertible debt      480,171  1,315,454    831,484    119,854
     Net proceeds from the issuance of
      common shares and warrants               337,528    444,711    566,098     81,600
                                              ---------  ---------  ---------  ---------
     NET CASH PROVIDED BY FINANCING
      ACTIVITIES                               817,699  1,760,165  1,397,582    201,454
                                              ---------  ---------  ---------  ---------

     Effect of exchange rate changes on
      cash and equivalents                       6,702     (8,992)    (9,134)    (1,317)

NET INCREASE (DECREASE) IN CASH DURING
 THE YEAR                                       37,915   (443,513)   (32,859)    (4,737)

CASH AND CASH EQUIVALENTS AT BEGINNING OF
 YEAR                                          575,803    613,718    170,205     24,534
                                              ---------  ---------  ---------  ---------
CASH AND CASH EQUIVALENTS AT END OF YEAR       613,718    170,205    137,346     19,798
                                              =========  =========  =========  ==========
<FN>
------------------------
(1)  Translation of amounts from Norwegian kroner (NOK) into United States
     dollars (USD) has been made for the convenience of the reader using the
     noon buying rate on December 31, 2002 of $1.00 = NOK 6.9375.

</FN>
</TABLE>

                 The accompanying notes are an integral part of
                    these consolidated financial statements.



                                       32
<PAGE>


                         OCEAN RIG ASA AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS


NOTE 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

GENERAL

     Ocean Rig ASA ("Ocean Rig" or the "Company") is a Norwegian public limited
joint stock company that was incorporated on September 26, 1996.

     Ocean Rig, a development stage company through December 31, 2001, intends
to establish itself as a drilling contractor in the area of offshore
exploration, development and production drilling with a focus on deepwater and
harsh-environment areas. Ocean Rig commissioned the construction by Dalian New
Shipyard of China ("Dalian") of four baredeck units modeled on the Bingo 9000
design, and entered into completion contracts for the outfitting of two rigs,
Leiv Eiriksson and Eirik Raude, at the US shipyard Friede Goldman Offshore, Inc.
("Friede Goldman") and subsequently a contract for the completion of Eirik Raude
at the Halifax Shipyard of Irving Shipbuilding. The Company sold its two
remaining baredecks in March 2002. During the first quarter of 2002, the Company
began to earn revenues from its planned principal operations.

COMPANY REORGANIZATION

     In May 1998, Ocean Rig reorganized its corporate structure by establishing
Ocean Rig Norway AS, a wholly owned subsidiary of Ocean Rig ASA, and by
establishing a single purpose company for each of its rigs then under
construction (collectively, the "Rig Companies"). The Rig Companies are named
Ocean Rig 1 AS, Ocean Rig 2 AS, Ocean Rig 3 AS and Ocean Rig 4 AS, and are all
wholly owned subsidiaries of Ocean Rig Norway AS as of December 31, 2002. The
Company sold its two baredecks in Ocean Rig 3 AS and Ocean Rig 4 AS in March
2002. The primary operations of the Company are conducted through Ocean Rig
Norway AS and its subsidiaries and the wholly owned management companies Ocean
Rig AS, Ocean Rig Ltd. and U.S. Ocean Rig Inc. Ocean Rig AS, formerly Polycrest
AS, was purchased by Ocean Rig ASA in February 1998. Ocean Rig Ltd. (in
Aberdeen, UK) and U.S. Ocean Rig Inc. (in Houston, USA) were established by
Ocean Rig ASA in 1998. Certain guarantees and collateral arrangements have been
made among Ocean Rig ASA and its subsidiaries in connection with the placement
of Senior Secured Notes and Loans by Ocean Rig Norway AS, and Senior Secured
Loans by Ocean Rig 2 AS.

CONSOLIDATION PRINCIPLES

     The consolidated financial statements include Ocean Rig ASA and subsidiary
companies owned directly or indirectly more than 50 percent. All material
intercompany transactions and balances have been eliminated in consolidation.

BASIS OF PRESENTATION

     The financial statements have been prepared in accordance with Norwegian
generally accepted accounting principles ("Norwegian GAAP"). Norwegian GAAP
differs in certain significant respects from accounting principles generally
accepted in the United States ("U.S. GAAP"). For additional information relating
to differences between Norwegian GAAP and U.S. GAAP, see Note 27.

     The Company maintains its accounting records and prepares its financial
statements in Norwegian kroner (NOK). Amounts included in the financial
statements and notes are stated in thousands of Norwegian kroner (or thousands
of any other currency used herein), except percentages, share and per share
amounts and where otherwise noted. The U.S. dollar (USD) amounts disclosed in
the accompanying financial statements are presented solely for the convenience
of the reader at the rate of NOK 6.9375 per USD 1.00, the noon buying rate for
cable transfers as certified for customs purposes by the Federal


                                       33
<PAGE>


                         OCEAN RIG ASA AND SUBSIDIARIES

                  NOTES TO FINANCIAL STATEMENTS - (CONTINUED)

Reserve Bank of New York on December 31, 2002, unless otherwise stated. Any
other USD amounts presented in the notes to the financial statements are
converted into NOK also using the noon buying rate on December 31, 2002, unless
otherwise stated. Such translations should not be construed as representations
that the NOK amounts represent, or have been or could be converted into, U.S.
dollars at that or any other rate.

USE OF ESTIMATES

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from these estimates.

REVENUE AND EXPENSE RECOGNITION

     Operating revenues are recognized as earned, based on contractual daily
rates or on a fixed-price basis, or when services are rendered. Mobilization
fees received and costs incurred to mobilize an offshore rig from one market to
another and other prepayments are recognized as revenues and operating costs,
respectively, over the term of the related drilling contract. Other operating
expenses are recorded when incurred.

CLASSIFICATION OF BALANCE SHEET ITEMS

     Cash, receivables and liabilities are classified as current assets and
liabilities, respectively, if maturity is within one year of the balance sheet
date. Assets and liabilities not maturing within one year of the balance sheet
date are classified as non-current assets and long-term liabilities,
respectively.

CASH AND CASH EQUIVALENTS

     Cash and cash equivalents include cash, bank deposits and other short-term
deposits with an original maturity of three months or less at the date of
purchase.

RESTRICTED CASH

     Restricted cash includes cash pledged as collateral for bank guarantees to
the shipyards, cash paid to the retention account relating to the Fortis Loan
Facility, collateral to other suppliers and to employee tax withholding amounts,
Prior to the completion of the company's rigs, cash was held in certain
restricted trust accounts to be used only for the completion cost of the rigs
and interest expenses during the construction period.

FOREIGN CURRENCY TRANSACTIONS

     Cash and cash equivalents, receivables and liabilities denominated in
foreign currency are translated using the exchange rate at the balance sheet
date, except for cash and cash equivalents identified to hedge foreign exchange
risk related to construction contracts which are translated to NOK at historical
exchange rates. Net unrealized foreign currency exchange gains or losses are
recorded as financial income or expense, respectively. Receivables and
liabilities hedged by use of derivative instruments are translated at the hedged
rate, except for the interest part denominated in foreign currency, which is
translated at the year-end exchange rate, and cash identified to hedge foreign
exchange risk, which is translated to NOK at historical exchange rates.


                                       34
<PAGE>


                         OCEAN RIG ASA AND SUBSIDIARIES

                  NOTES TO FINANCIAL STATEMENTS - (CONTINUED)


DERIVATIVE FINANCIAL INSTRUMENTS

     The Company may from time to time enter into forward foreign exchange
contracts (forward contracts) as part of its overall foreign currency
risk-management strategy. These instruments are used as a means of hedging
exposure to foreign currency risk and are not recorded until the respective
payment is recorded. Such foreign currency transactions are considered hedges
when the Company has entered into a firm, binding construction contract and the
foreign currency transaction is designated as hedge of the foreign currency
commitments. Gains and losses on foreign currency transactions identified as
hedges are deferred and recorded as other current assets or liabilities until
settlement of the underlying transaction. Cash flows from financial instruments
that are hedges are categorized in the same category as the items being hedged.

     If the forward contracts cease to meet the criteria for deferral
accounting, subsequent gains and losses are currently recognized in income as
financial income or expense. If a hedging instrument is sold or terminated prior
to maturity, gains and losses are spread over the remaining life of the
transaction.

     The Company does not hold or issue derivative financial instruments for
trading purposes. At December 31, 2000, 2001 and 2002, the Company did not have
any outstanding forward foreign currency exchange contracts.

CONSTRUCTION-IN-PROGRESS

     Amounts due under construction contracts are capitalized at the time an
installment to a shipyard or other supplier becomes payable. Other costs
incurred in the process of getting the asset ready for its intended use are
capitalized as part of the acquisition cost as incurred. Interest costs incurred
during the construction of qualifying assets are capitalized based on prevailing
interest rates and weighted average capital expenditures.

OTHER FIXED ASSETS AND DEPRECIATION

     Other fixed assets are included in the balance sheet at acquisition cost
less accumulated depreciation. Depreciation is calculated on a straight-line
basis over the estimated useful life of the assets.

     Expenditures for additions, significant renewals and betterments are
capitalized, whereas expenditures for maintenance and repairs are expensed as
incurred. When assets are sold or retired, their cost and related accumulated
depreciation are removed from accounts and any gain or loss is included in net
income.

IMPAIRMENT OF LONG-LIVED ASSETS

     The Company evaluates its long-lived assets for financial impairment as
events or changes in circumstances indicate that the carrying amount of such
assets may not be fully recoverable. The Company evaluates the recoverability of
long-lived assets by measuring the carrying amount of the assets against the
estimated undiscounted future cash flows associated with the assets. At the time
such evaluations indicate that the future undiscounted cash flows are not
sufficient to recover the carrying value of the assets, the assets are adjusted
to their fair values based on estimated future net cash flows, discounted at a
market rate of interest. Based on these evaluations, there were no adjustments
to the carrying value of long-lived assets in 2000 and 2002, but adjustment was
necessary in 2001, as described in Note 3, "Construction-in-Progress".


                                       35
<PAGE>

                         OCEAN RIG ASA AND SUBSIDIARIES

                  NOTES TO FINANCIAL STATEMENTS - (CONTINUED)

INCOME TAXES

     Income tax expense includes current taxes and changes in deferred taxes.
Deferred taxes are computed in accordance with the liability method, which bases
the estimated amount of future taxes to be refunded or paid on the temporary
differences between financial and tax reporting basis of assets and liabilities
using the prevailing tax rates as of the most recent balance sheet date.
Deferred tax assets are recorded based on general principles for valuation of
assets.

SHARE OPTIONS

     All costs related to grants of share options to employees are recorded in
accordance with the intrinsic value method. Under this method, the difference,
if any, between the market value of the stock at the grant date and the exercise
price to be paid by the employee is treated as a compensation expense over the
vested period. Any social security taxes related to the share options are
accrued based upon the difference between the market value of the underlying
shares and the exercise price of the options at the end of each reporting period
until the option is exercised.

     The Company has implemented the disclosure provisions of Statement of
Financial Accounting Standards ("SFAS") No. 123 and has presented pro-forma
information regarding net income determined as if the Company had accounted for
its share based employee compensation arrangements under the fair-value method.
The following table summarizes the pro-forma effect of share compensation
measured following the fair-value method:

                                           YEAR ENDED DECEMBER 31,
                                   -----------------------------------------
                                      2000           2001            2002
                                                                 AS RESTATED
                                   ------------    ----------    -----------
                                       NOK            NOK            NOK
                                  (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

Net income (loss) as reported        (329,934)     (819,457)        506,043

Add: Compensation expense that         (6,449)       (7,552)        (17,402)
would have been included in
net income had the company
adopted the accounting
provisions of SFAS 123 for all
awards

PRO-FORMA NET INCOME (LOSS)          (336,383)     (827,009)        488,641
                                   ------------    ----------    -----------
BASIC AND DILUTED EARNINGS PER          (8.14)       (15.84)           2.65
 SHARE                             ------------    ----------    -----------

BASIC AND DILUTED  EARNINGS PER         (8.30)       (15.99)           2.56
 SHARE


     The Company estimated the fair value of the warrants using a modified
Black&Sholes model. To estimate the fair value of the warrants, the fair value
of the warrants, without considering that the warrants were contingent upon the
Company meeting certain criteria, was multiplied by the Company's estimate of
20% probability that the warrants would become exercisable.


                                       36
<PAGE>


                         OCEAN RIG ASA AND SUBSIDIARIES

                  NOTES TO FINANCIAL STATEMENTS - (CONTINUED)



                                         YEAR ENDED DECEMBER 31,
                               --------------------------------------------
                                    2000            2001          2002
                               ---------------   -----------   ------------
Expected volatility                       50%           93%            50%
Risk-free interest rate                 6.61%         5.97%          6.04%
Expected life (years)                    4.8           2.6            3.0
Expected dividend rate                     -             -              -

     The weighted average fair value at grant date of each option outstanding at
December 31, 2001 and 2002 is NOK 24.37 and NOK 0.72, respectively.

BASIC AND DILUTED EARNINGS (LOSS) PER SHARE

     Basic earnings (loss) per share are computed by dividing net earnings
(loss) by the weighted average number of common shares outstanding during the
period. On a diluted basis, both net earnings (loss) and shares outstanding are
adjusted to assume the conversion of the Company's potentially dilutive
instruments.

PENSION PLANS

     The projected benefit obligation for the Company's and its subsidiaries'
defined benefit plans is the actuarial present value of plan benefits based upon
the pensions benefit formula, considering years of service rendered and
assumptions about future compensation levels. Pension plan assets are measured
at fair value, and differences between the actual return on assets and the
expected return are deferred and amortized over the average remaining service
period of active employees expected to receive benefits under the plan. Net
periodic pension cost (gross pension cost less expected return on plan assets)
is included in salaries and other personnel expenses. The gross pension costs
include service cost and interest cost on the projected benefit obligation and
amortization of any unrecognized gain or loss.

SHARE ISSUANCE COSTS

     Share issuance costs are deducted directly from shareholders' equity.

DEBT ISSUANCE COST AND DEBT DISCOUNT

     Debt issuance cost are capitalized and amortized over the term of the
related debt. Debt discount is reported as a direct reduction to the face amount
of the debt and allocated to the expected term of the related debt.

DEBT ISSUED WITH DETACHABLE WARRANTS

     When debt is issued with detachable warrants a calculation is made to
allocate the proceeds received between the loan and the warrants. The allocation
is made based upon an estimate of fair value for the securities at the date of
issue. The value allocated to the warrants is posted as a reduction to the loan
and an addition to equity and is amortized as financial expense over the term of
the loan.

CONVERTIBLE DEBT


                                       37
<PAGE>

                         OCEAN RIG ASA AND SUBSIDIARIES

                  NOTES TO FINANCIAL STATEMENTS - (CONTINUED)

     Convertible debt is recorded at its principal balance net of any discount
or premium. Any discount or premium is amortized over the term of the loan.
Further, an evaluation is made whether the embedded conversion feature within
the debt instrument is beneficial to the holder. Any intrinsic value is
recognized as a reduction to the convertible debt and an addition to equity. The
balance is amortized as financial expense over the term of the loan or up until
conversion.

NOTE 2. RESTRICTED CASH

     Net proceeds from certain of the loans incurred by the Company and a
portion of the proceeds received by the Company from its issuance of shares were
held in trust accounts for the completion of Leiv Eiriksson and Eirk Raude and
for the payment of interest expenses and certain other fees during the
construction period. In addition. In addition, restricted cash includes cash
pledged as collateral for bank guarantees to the shipyards, cash paid to the
retention account relating to the Fortis Loan Facility, collateral to other
suppliers and to employee tax withholding amounts.

Below are restricted cash items at December 31, 2001 and 2002:

<TABLE>
<CAPTION>
                                                                    AS OF DECEMBER 31,
                                                               -----------------------------
                                                                   2001            2002
                                                               ------------- -- ------------
                                                                   NOK              NOK
                                                                  (AMOUNTS IN THOUSANDS)
<S>                                                                 <C>                 <C>
Trust accounts (Construction Escrow
Account, Interest Escrow Account,
Supplemental Collateral Account, and
Escrow Account under the contracts with
Noble Drilling)                                                     241,474             819

Retention account - Fortis Loan Facility                                  -           2,881
Amount pledged as collateral for bank
guarantees to shipyards and suppliers                                 9,276             720
Taxes withheld from employees                                         2,744           4,207
                                                               -------------    ------------

TOTAL RESTRICTED CASH                                               253,494           8,627
                                                               =============    ============
</TABLE>


NOTE 3. CONSTRUCTION-IN-PROGRESS

     Ocean Rig entered into yard contracts for the construction of four baredeck
units with Dalian New Shipyard in China, and for the outfitting of Leiv
Eiriksson and Eirik Raude with Friede Goldman Offshore, Inc. in the United
States. Leiv Eiriksson was delivered from Friede Goldman in May 2001. Ocean Rig
entered into a yard contract for the completion of Eirik Raude at Irving
Shipbuilding Inc. in Nova Scotia, Canada (the Halifax Shipyard) and the rig was
completed in November 2002. The Company's two baredecks were sold in March 2002.
Lay-up costs for the two baredecks up until sale have been expensed as incurred.


                                       38
<PAGE>


                         OCEAN RIG ASA AND SUBSIDIARIES

                  NOTES TO FINANCIAL STATEMENTS - (CONTINUED)

     Construction-in-progress consists of installments paid on shipyard
contracts as well as other costs related to the construction of the Company's
Bingo 9000 rigs. Interest costs are capitalized as part of construction in
progress. The capitalized amounts are allocated to the rigs as follows:

<TABLE>
<CAPTION>
                                 LEIV           EIRIK         BAREDECK      BAREDECK
                                EIRIKSSON        RAUDE         NO. 3         NO. 4          TOTAL
                                -----------    ----------    ----------    ----------    ----------
                                   NOK            NOK           NOK           NOK           NOK
                                                      (AMOUNTS IN THOUSANDS)
<S>                              <C>           <C>             <C>           <C>         <C>
BALANCE AT DECEMBER 31, 2000,
INCLUDING CAPITALIZED INTEREST   2,808,829     2,680,711       302,953       316,263     6,108,756
                                -----------    ----------    ----------    ----------    ----------

Payments related to building
 contracts 2001                    596,115       667,191             -             -     1,263,306

Capitalized interest 2001          209,637       239,495             -             -       449,132

Transferred to Rigs,
Machinery and Equipment         (3,614,581)            -             -             -    (3,614,581)

Write-down of assets                     -             -     (113,403)     (126,713)      (240,116)
                                -----------    ----------    ----------    ----------    ----------

BALANCE AT DECEMBER 31, 2001,
INCLUDING CAPITALIZED
INTEREST, TRANSFER AND
WRITE-DOWN                               -     3,587,397       189,550       189,550     3,966,497

Payments related to building
contract in 2002                         -     1,409,251             -             -     1,409,251

Capitalized interest                     -       301,489             -             -       301,489
Transferred to Rigs,
 Machinery and Equipment                 -    (5,298,137)            -             -    (5,298,137)

Disposals 2002                           -             -      (189,550)     (189,550)     (379,100)
                                -----------    ----------    ----------    ----------    ----------
                                         -             -             -             -             -
BALANCE AT DECEMBER 31, 2002,
INCLUDING CAPITALIZED
INTEREST, TRANSFER AND
WRITE-DOWN AS RESTATED                   -             -             -             -             -
                                ===========    ==========    ==========    ==========    ==========

</TABLE>


At December 31, 2002 there were indications that the fair values of the rigs
could be less than their book carrying amounts. The Company performed an
impairment analysis in accordance with its policies, resulting in no impairment
write-down of the rigs. As a result of the impairment test that the Company
performed in 2001, the carrying values of Baredeck No 3 and Baredeck No 4 were
determined to be impaired, and adjusted to fair value in accordance with the
Company's policies, resulting in a charge of NOK 240.1 million in the results
from operations for the year ended December 31, 2001.



NOTE 4. RIGS, MACHINERY AND EQUIPMENT

Rigs, machinery and equipment includes rigs, EDP equipment, office equipment and
automobiles. The primary portion of the rigs is depreciated over 30 years, while
other components are depreciated over


                                       39
<PAGE>

                         OCEAN RIG ASA AND SUBSIDIARIES

                  NOTES TO FINANCIAL STATEMENTS - (CONTINUED)



their useful lives, from 5 to 30 years. EDP equipment and office equipment are
depreciated on a straight-line basis at a rate of 20% to 30% per year, while
automobiles are depreciated at a rate of 20% per year.

Depreciation expenses were NOK 3.8 million, NOK 15.1 million and NOK 160.6
million for 2000, 2001, and 2002, respectively.

The following table includes activity in rigs, machinery and equipment for the
year ended December 31, 2001 and 2002:


<TABLE>
<CAPTION>
                                                       DRILLING
                                                      EQUIPMENT
                                   SEMI-SUBMERSIBLE   INVENTORY     EDP/OFFICE AND
                                    RIG AND SPARE        AND        TRANSPORTATION
                                      EQUIPMENT       FIXTURES         EQUIPMENT       TOTAL
                                   ---------------    ----------    -------------    ---------
                                         NOK              NOK            NOK           NOK
                                                      (AMOUNTS IN THOUSANDS)
COST AT DECEMBER 31, 2001               3,554,445        60,136           9,510     3,624,091
<S>          <C>                        <C>             <C>               <C>       <C>
Additions in 2002                       5,283,582       103,817           2,713     5,390,112
Disposals in 2002                               -             -          (1,026)      (1,026)
Translation adjustment                          -             -            (274)        (274)
                                   ---------------    ----------    ------------    ---------
COST AT DECEMBER 31, 2002               8,838,027       163,953          10,923     9,012,903
                                   ---------------    ----------    ------------    ---------
Accumulated depreciation at
 December 31, 2001                         12,008             -           6,541        18,549
Accumulated depreciation on
 disposals                                      -             -            (544)         (544)
Depreciation in 2002                      152,999         6,120           1,467       160,586
Translation adjustment                          -             -             (89)          (89)
                                   ---------------    ----------    ------------    ---------
ACCUMULATED DEPRECIATION AT
 DECEMBER 31, 2002                        165,007         6,120           7,375       178,502
                                   ---------------    ----------    ------------    ---------

BOOK VALUE AT DECEMBER 31, 2002
AS RESTATED                             8,673,020       157,833           3,548     8,834,401
                                   ===============    ==========    ============    =========

</TABLE>


Depreciation of Leiv Eiriksson and Eirik Raude commenced in November 2001 and
November 2002, respectively, when the rigs were ready for their intended use.

NOTE 5. LONG-TERM RECEIVABLES AND OTHER ASSETS

<TABLE>
<CAPTION>
                                                                        AS OF DECEMBER 31,
                                                                     -------------------------
                                                                        2001           2002
                                                                     ----------    -----------
                                                                         NOK           NOK
                                                                      (AMOUNTS IN THOUSANDS)


<S>                                                                    <C>             <C>
Capitalized debt issuance costs                                        120,786         83,183
Loans to employees                                                       6,202          2,840
Prepaid pensions                                                         4,171          7,416
Other                                                                      138            481
                                                                     ----------    -----------
TOTAL                                                                  131,297         93,920
                                                                     ==========    ===========
</TABLE>


                                       40
<PAGE>


                         OCEAN RIG ASA AND SUBSIDIARIES

                  NOTES TO FINANCIAL STATEMENTS - (CONTINUED)


NOTE 6. OTHER CURRENT LIABILITIES

<TABLE>
<CAPTION>
                                                                        AS OF DECEMBER 31,
                                                                     -------------------------
                                                                        2001           2002
                                                                     ----------    -----------
                                                                          NOK          NOK
                                                                       (AMOUNTS IN THOUSANDS)
<S>                                                                     <C>            <C>
Short-term portion of long term debt                                         -         23,982
Accrued interest and other financial expenses                           59,891         46,870
Taxes withheld and social security tax                                   9,825         24,086
Advance payment from customers                                          48,998         17,136
Other accrued expenses                                                 116,107        100,064
                                                                     ----------    -----------
TOTAL                                                                  234,821        212,138
                                                                     ==========    ===========

NOTE 7. OTHER OPERATING AND ADMINISTRATIVE EXPENSES

                                                                  YEAR ENDED DECEMBER 31,
                                                        ---------------------------------------
                                                            2000          2001          2002
                                                       -----------   -----------   -----------
                                                            NOK           NOK           NOK
                                                                (AMOUNTS IN THOUSANDS)
Legal fees                                                49,955        64,074        19,726
Other fees (including engineering and service
 personnel related to preparation for operations)         35,284        93,448       201,920
Materials used related to preparation for operations           -       135,816        96,731
Travel and marketing                                      19,129        23,165        10,695
Lay-up expenses (Baredecks No. 3 and 4)                    5,257         4,018         1,967
Office and administrative expenses                         9,472        19,957        51,166
Loss on sale of assets                                       763             -         2,251
Other                                                      7,391        10,250         4,212
                                                      -----------   -----------   -----------
TOTAL OTHER OPERATING AND ADMINISTRATIVE EXPENSES        127,251       350,998       388,668
                                                      ===========   ===========   ===========

NOTE 8. INTEREST AND OTHER FINANCIAL INCOME

                                                            YEAR ENDED DECEMBER 31,
                                                      ---------------------------------------
                                                         2000          2001          2002
                                                      -----------   -----------   -----------
                                                          NOK           NOK           NOK
                                                               (AMOUNTS IN THOUSANDS)
Interest income                                          59,322        17,993        21,485
Foreign currency gains                                   90,034        58,732       964,878
                                                     -----------   -----------   -----------
TOTAL                                                   149,356        76,725       986,363
                                                     ===========   ===========   ===========

</TABLE>


                                       41
<PAGE>

                         OCEAN RIG ASA AND SUBSIDIARIES

                  NOTES TO FINANCIAL STATEMENTS - (CONTINUED)


NOTE 9. INTEREST AND OTHER FINANCIAL EXPENSES

<TABLE>
<CAPTION>
                                                             YEAR ENDED DECEMBER 31,
                                                      ---------------------------------------
                                                         2000          2001           2002
                                                                                  AS RESTATED
                                                      -----------   -----------   -----------
                                                           NOK          NOK           NOK
                                                               (AMOUNTS IN THOUSANDS)
<S>                                                    <C>           <C>           <C>
Interest expense (total)                               (334,388)     (464,822)     (474,345)
Less: capitalized interest expenses                     334,388       449,132       301,489
Amortization and write down of capitalized debt
 issuance costs                                         (10,238)      (31,831)      (39,877)
Foreign currency losses                                (292,661)     (129,428)      (69,634)
Other financial expenses                                (13,369)      (12,988)      (18,673)
                                                      -----------   -----------   -----------
TOTAL                                                  (316,268)     (189,937)     (301,040)
                                                      ===========   ===========   ===========
</TABLE>


NOTE 10. USD SHORT TERM LOAN (ZERO COUPON BOND 2002 / 2003)

     In May and June 2002, Ocean Rig ASA issued a short-term USD 52.9 million
Zero coupon bond. The bond is structured as an unsecured zero coupon bond loan
with payment to the Company of USD 43.1 million. The discount is recorded as a
direct reduction of the principal loan amount and amortized as interest expense
over the term of the loan. The bond will be repaid in four installments during
the term of the loan, with the final installment May 13, 2003. The Company has
the right to extend the final installment, fully or partly by up to three months
(see note 25 regarding the extension of this final installment to August 2003).
This right can be used only one time. An interest rate of 2.5% per month will be
payable by the Company if the extension clause is used. The Company and
bondholders can require redemption of the bonds if a change of control occurs in
the Company. The bond is not secured by any mortgage, pledge or other security
but the loan rank parri passu with other unsecured debt of the Company and ahead
of any subordinated debt. In connection with the issue of USD 52.9 million bond,
the company also issued 35,614,800 warrants, each providing the right to
subscribe to one share in the Company at the subscription price of NOK 8.0 per
share. The warrants are divided into four classes, with different number of
warrants expiring at different dates, with final expiration for the last class
on May 13, 2003. The warrants can be exercised at any time within the maturity
dates. During 2002, none of the warrants were exercised and a total of
15,668,998 of the warrants expired unexercised. Net proceeds allocated to
warrants totaled NOK 37.9 million, net of issuance cost of NOK 0.7 million.

     During 2002, USD 32.6 million of the USD 52.9 million bond was exchanged
for NOK 248.1 million of the Company's Mandatory Convertible Bond issued in
August and September 2002. A loss of NOK 33.1 million from the exchange was
recognized as a financial item at the time of extinguishment.

     As of December 31, 2002, the outstanding principal balance of the USD Short
Term Loan is USD 13.1 million after repayment of two installments during 2002 of
USD 7.2 million.

     As of December 31, 2002 the recorded loan balance inclusive of unamortized
discount of NOK 6.5 million, is NOK 84.3 million.

NOTE 11 1998 NOTES AND LOANS AND FLOATING-RATE LOAN CREDIT FACILITY ("2002
        FORTIS FACILITY")

1998 NOTES AND LOANS



                                       42
<PAGE>

                         OCEAN RIG ASA AND SUBSIDIARIES

                  NOTES TO FINANCIAL STATEMENTS - (CONTINUED)

     On May 27, 1998, Ocean Rig Norway AS, which is wholly owned by Ocean Rig
ASA, completed an offering of USD 225 million (NOK 1,560.9 million) aggregate
principal amount of 10 1/4% Senior Secured Notes due 2008 (the "Notes").

     Concurrently with the offering, Ocean Rig Norway AS entered into a floating
rate loan credit facility, pursuant to which a syndicate of lenders made
floating rate senior secured loans to Ocean Rig Norway at an aggregate principal
amount of USD 125 million (NOK 867.2 million) (the "1998 Loans"). The 1998 Loans
bear interest at a rate of 475 basis points over LIBOR, which amounted to 6.62%
in 2002 and 9.26% in 2001.

     The 1998 Notes and Loans are fully and unconditionally guaranteed on a
joint and several basis by Ocean Rig ASA, Ocean Rig 1 AS and Ocean Rig 2 AS. The
1998 Notes and Loans mature on June 1, 2008.

     The 1998 Notes and Loans, which contain covenants typical in high yield
debt financing, impose certain structural restrictions on the Company. Certain
material provisions of the Notes and Loans are as follows:

COVENANTS

     The indenture relating to the Notes and the Credit Agreement governing the
1998 Loans restricts the Company's ability to;

     o    Incur additional indebtedness;

     o    Pay dividends or make certain other restricted payments;

     o    Permit certain liens to exist on its assets;

     o    Sell, assign, transfer, lease, convey or otherwise dispose of
          substantially all of its assets; or

     o    Enter into certain transactions with affiliates.

EVENTS OF DEFAULT

     The indenture for the Notes and Credit Agreement governing the 1998 Loans
contain standard events of default, including:

     o    Defaults in the payment of principal, premium or interest;

     o    Defaults in compliance with covenants contained in the indenture;

     o    Cross-default on more than USD 10 million of other indebtedness;

     o    Failure to pay more than USD 10 million of judgments; and

     o    Certain events relating to Leiv Eiriksson and Eirik Raude

     o    Certain provisions of the documents governing the Notes and the 1998
          Loans were amended in June 2001 pursuant to a consent solicitation in
          order to enable consummation of the Company's drilling contract with
          EnCana (formerly PanCanadian Energy Corp. and PanCanadian Petroleum,
          Ltd.) for Eirik Raude.



                                       43
<PAGE>

                         OCEAN RIG ASA AND SUBSIDIARIES

                  NOTES TO FINANCIAL STATEMENTS - (CONTINUED)


FLOATING RATE LOAN CREDIT FACILITY (USD 100 MILLION FORTIS FACILITY)

     In June 2001, Ocean Rig 2 AS, a wholly owned subsidiary of Ocean Rig Norway
AS, entered into a floating rate loan credit facility, with Credit Suisse First
Boston as agent for the lenders, for an aggregate principal amount of USD 100
million (the "2001 Loans"). The 2001 Loans were issued at a discount with
proceeds amounting to USD 89 million to the Company. The 2001 Loans were
incurred in order to refinance a term loan facility entered into in May 1998
with Fortis Bank (formerly MeesPierson N.V.) and Nordea Bank (formerly
Christiania Bank og Kreditkasse ASA) for construction and completion of the
rigs. There were no funds drawn under the term loan facility.

     In November 2001, the Company entered into an agreement to refinance the
2001 Loans with a six year term loan for an amount up to USD 100 million entered
into with Nordea Bank Norge and Fortis Bank ( the "Fortis Facility"). On June
21, 2002 the Company gave an irrevocable notice to the lenders of the 2001 Loans
that it intended to refinance the 2001 Loans with the Fortis Facility. The
refinancing was effective after the mechanical completion of Eirik Raude on June
21, 2002. The Fortis Facility was drawn down on June 28, 2002 and at the same
time the 2001 Loans were repaid in full by the proceeds received from the Fortis
Facility.

     The Company is subject to the covenants and other agreements set forth in
the executed loan agreement (as amended) governing the Fortis Facility. The
Fortis Facility is collateralized by a first priority security interest in Eirik
Raude and related assets (previously held by the lenders of the 2001 Loans and
released upon repayment of the 2001 Loans).

     The Fortis Facility will mature on February 28, 2008, and bears interest at
a rate of LIBOR plus the applicable margin, which ranges between 1.75% per annum
and 2.75% per annum, depending on whether Eirik Raude is under contract, the
length of such contract, and minimum cash balances. Average interest paid on the
loan in 2002 amounted to 6.81%. The interest in 2002 includes an additional
margin linked to the loan status as long as Eirik Raude was under construction,
which is exempted as of the year end 2002.

     The covenants under the loan agreement place restrictions on certain
corporate activities such as distributions, affiliate transactions and excess
cash. The agreement also contains standard events of default, including defaults
in the payment of principal or interest, invalidity of security documents,
cancellation of insurance in respect of Eirik Raude and bankruptcy. The loan may
be prepaid in whole or in part, without penalty or premium, upon 10 banking
days' notice. Interest on the loan is paid quarterly and the loan amortizes
semi-annually, with a lump sum payment being due on the maturity date. As of
December 31, 2002, the Company had not prepaid any amount.

     After completion of Eirik Raude and delivery of the rig on contract with
EnCana Corporation in November 2002, certain amendments became effective on the
Fortis Facility as amended in June 2002. The amendments reduces the minimum
requirement for free cash balances, changes the installment schedule of the loan
and gives the Company the opportunity to replace installments on the loan with
deposits to a restricted retention account. Accumulated balance in the retention
account cannot be used by the Company. The Company has chosen to make deposits
to the retention account and thus, have no installments on the loan until final
maturity of the loan on February 28, 2008, in order to retain maximum
refinancing flexibility. The Company can at any time bring deposits to the
retention account to a close and use accumulated balance in the retention
account to pay installments on the loan up to date and thereafter pay
installments in accordance with the original installment plan. The balance as of
December 31, 2002 was NOK 691.4 million.


                                       44
<PAGE>

                         OCEAN RIG ASA AND SUBSIDIARIES

                  NOTES TO FINANCIAL STATEMENTS - (CONTINUED)


NOTE 12. CONVERTIBLE LOANS

CONVERTIBLE BONDS 2000

     Two convertible loans totaling NOK 500.0 million were issued in 2000 (the
"Convertible Loans"). These comprise a 13% subordinated convertible bond issue
2000/2005 with a face value of NOK 200.0 million and a 11% subordinated
convertible bond issue 2000/2005 with a face value of NOK 300.0 million. The
conversion price for the two Convertible Loans as of December 31, 2002 was 22.83
and NOK 24.45, respectively. The bondholders have the right to convert the bonds
to shares of Ocean Rig ASA at any time in the period from the issue of the loans
until May 25, 2005 (the redemption date of the Convertible Loans).

     No collateral has been provided for the Convertible Loans. The Convertible
Loans and the associated interest are subordinate to all the other debt of the
Company and parri passu with all other unsecured subordinated debt of the
Company. The loan agreements also impose certain structural restrictions on the
Company. Approval of the trustee or the bondholders is required in the case of
discontinuance of operations, sale of material parts of the enterprise or
material change in the nature of business, certain dividend payments, other
payments to the shareholders that would reduce the equity of the Company, and
raising of further long-term debt in connection with the completion of the rigs
beyond a limit of approximately USD 110.0 million.

     During August and September 2002, NOK 107 million of the NOK 500 million
Loans were exchanged for the new Mandatory Convertible Bond issued by Ocean Rig
ASA in August and September 2002. The exchange was completed at 90% and 85% of
the face value of NOK 200 million and NOK 300 million convertible loans
described below, respectively, and equaled subscription in the new convertible
bond of NOK 94.2 million. Further, NOK 3.2 million of the accrued interest was
exchanged to the new Mandatory Convertible Bond. A gain of NOK 12.7 million from
the exchange was recognized as a financial item at the time of extinguishment.

     The remaining 2000 convertible loans outstanding at December 31, 2002,
amounted to NOK 393 million.

CONVERTIBLE BONDS 2001

     In November/December 2001, the Company issued a short-term subordinated
convertible zero-coupon bond issue totaling NOK 552.5 million. The loan was
convertible to 73,666,666 shares. The financing took place in the form of a
short-term convertible loan since the par value of the Company's shares at
November 26, 2001, the time of the issue, was higher than the price payable for
the new shares. The convertible loan issue was convertible into shares
immediately upon completion of the write-down of the par value of the Company's
shares. The loan was exchanged to 73,666,666 shares on February 26, 2002, and
the Company's equity was increased by NOK 552.5 million less NOK 31.2 million,
representing share issuance costs, for a net increase of NOK 521.3 million.

MANDATORY CONVERTIBLE BOND 2002

     In August and September 2002 Ocean Rig ASA issued a zero coupon long-term
convertible bond with a face value of NOK 669.5 million (USD 88.1 million at
historical exchange rates) consisting of NOK 323.9 million (USD 42.6 million at
historical exchange rates) in cash proceeds and NOK 345.6 million (USD 45.5
million at historical exchange rates) that was exchanged from existing loans to
the new loan. The loan is convertible into shares in the Company at a conversion
price of NOK 3.50 per share at any time during the term of the loan. The loan
matures in whole on August 22, 2005, at which time the


                                       45
<PAGE>

                         OCEAN RIG ASA AND SUBSIDIARIES

                  NOTES TO FINANCIAL STATEMENTS - (CONTINUED)


full outstanding principal balance becomes due. The bondholders are required to
convert outstanding bonds at the maturity date of the loan if such conversion is
demanded by the Company, unless the Company undergoes debt negotiations or
bankruptcy proceedings have been initiated. During the first 12 months of the
loan, the loan shall rank pari passu with all other senior unsecured debt of the
Company and ahead of all subordinated debt of the Company. Thereafter, the loan
will be subordinated to all then existing debt of the Company, whether
subordinated or not. However, the loan shall rank senior to all other
subordinated loans that the Company issues after August 23, 2002.

     Subscribers in the new loan also received one warrant for each new share
each bondholder has the right to acquire through conversion of the Mandatory
Convertible Loan and a total of 191,275,323 warrants were issued to subscribers.
Proceeds from the convertible loan were allocated to the warrants based on
relative fair values using the Black and Scholes option pricing model applying a
50% volatility and discount rate of 7,02%. In determining the fair value of the
warrants, the Company estimated, as of the issue date, the probability for the
warrants to become exercisable to be 20% and a total of NOK 47.8 million were
allocated to the fair value of the warrants. Consequently, NOK 47.8 million was
recorded as an offset to the loan carrying value and an increase in additional
paid-in capital.

     Each warrant gave the holder the right to buy one share in the Company for
NOK 1.0 per share. The exercising of the warrants was conditional upon certain
events relating to the completion date and cost for Eirik Raude. If the Company
had not delivered Eirik Raude on contract with EnCana within October 31, 2002,
or the Company suffered cost overruns or loss of income in relation to Eirk
Raude of more than USD 8 .0 million compared to the projected remaining costs
estimated in April 2002, the warrants would become exercisable. The warrants had
to be exercised by October 31, 2002, unless the Company made a public
announcement that the conditions for subscription were not met. Any warrants not
exercised by October 31, 2002, would expire. On October 16, 2002, the Company
announced that the conditions for exercising were met and on October 31, 2002, a
total of 191,258,154 warrants were exercised.

     During 2002, NOK 11,000 of bonds were converted to shares in the Company,
equaling 3,142 new shares.

     The outstanding loan balance as of December 31,2002 was NOK 669.5 million.

     Since the effective conversion rate of the loan was less than the market
price of the Company's shares at the date of issuance of the loan, the Company
allocated NOK 26.8 million to the beneficial conversion feature embedded in the
loan. Consequently, the NOK 26.8 million was recorded as an offset to the loan
carrying value and as an increase in additional paid-in capital.

     The resulting difference between the carrying value of the convertible loan
and the redemption value of NOK 74.6 million is being amortized as other
financial expense over the term of the loan or up until conversion. During 2002,
NOK 8.3 million was amortized and recorded as other financial expense. The
outstanding unamortized balance of the value allocated to warrants and the
beneficial conversion feature was NOK 66.3 million as of December 31, 2002.

NOTE 13. DEBT ISSUANCE COSTS

     Costs in connection with the issuance of debt amounted to NOK 19.8 million
in 2000, NOK 38.3 million in 2001 and NOK 33.4 million in 2002. Unamortized debt
issuance cost related to the issuance of the NOK 552.5 million convertible bond
issued in 2001 of NOK 31.2 million were transferred to shareholders' equity at
time of conversion of the convertible bonds in February 2002. Amortization
expense of NOK 10.2 million, NOK 31.8 million and NOK 39.9 million are included
in financial


                                       46
<PAGE>

                         OCEAN RIG ASA AND SUBSIDIARIES

                  NOTES TO FINANCIAL STATEMENTS - (CONTINUED)


expenses in 2000, 2001 and 2002, respectively. The unamortized debt issuance
costs of NOK 83.2 million are included in non-current receivables and other
assets as of December 31, 2002.

NOTE 14. INCOME TAXES

     The tax effect of temporary differences and tax loss carry forwards giving
rise to deferred tax assets (liabilities) were as follows as of December 31,
2001 and 2002:

<TABLE>
<CAPTION>
                                                                         DECEMBER 31,
                                                                   -------------------------
                                                                       2001          2002
                                                                                 AS RESTATED
                                                                   -----------   -----------
                                                                       NOK           NOK
                                                                     (AMOUNTS IN THOUSANDS)
<S>                                                                    <C>        <C>
Accelerated depreciation of assets for book purposes                   89,965             -
Accrued expenses                                                        3,083         2,437
Tax loss carryforwards                                                617,529       650,217
                                                                   -----------   -----------
Total deferred tax assets                                             710,577       652,654

Accelerated depreciation of assets for tax purposes                         -      (48,989)
Pension asset                                                           (863)       (1,911)
Capitalized interest expenses                                       (259,287)     (331,676)
                                                                   -----------   -----------
Total deferred tax liabilities                                      (260,150)     (382,576)

Less: valuation allowance                                           (450,524)     (270,078)
                                                                   -----------   -----------
NET DEFERRED TAX ASSETS                                                     -             -
                                                                   ===========   ===========
</TABLE>

     Management believes significant uncertainty exists regarding the
realizability of deferred tax assets. Accordingly, a valuation allowance has
been recorded as of December 31, 2001 and 2002. The change in valuation
allowance for the periods ended December 31, 2000, 2001 and 2002 was NOK 97.4
million, NOK 236.5 million and NOK -180.4 million, respectively.


                                       47
<PAGE>


                         OCEAN RIG ASA AND SUBSIDIARIES

                  NOTES TO FINANCIAL STATEMENTS - (CONTINUED)


Cumulative tax-loss carryforward amounts at December 31, 2002 expire as follows:

<TABLE>
<CAPTION>

                                                            AS OF DECEMBER 31, 2002
                                                        ---------------------------------
YEAR                                                                   NOK
                                                              (AMOUNTS IN THOUSANDS)
<S>                                                     <C>
2008                                                                             247,433
2009                                                                             437,740
2010                                                                             689,319
2011                                                                             933,709
2012                                                                              14,004
                                                        ---------------------------------
TOTAL                                                                          2,322,205
                                                        =================================
</TABLE>


     A reconciliation between income tax expense at the statutory income tax for
the years ended December 31, 2000, 2001 and 2002 to Oceans Rig's effective tax
is as follows:

<TABLE>
<CAPTION>
                                                              YEAR ENDED DECEMBER 31,
                                                     ---------------------------------------
                                                        2000          2001           2002
                                                                                 AS RESTATED
                                                     -----------   -----------   -----------
                                                         NOK           NOK           NOK
                                                               (AMOUNTS IN THOUSANDS)
<S>                                                     <C>          <C>           <C>
28% tax of earnings/(loss) before income taxes         (92,320)     (229,356)       141,698
Difference in tax rate                                    (114)          156         (5,117)
Other permanent differences                             (4,756)       (5,231)        16,019
Deferred tax valuation allowance                        97,410       234,760       (152,578)
                                                     -----------   -----------   -----------
INCOME TAX EXPENSE                                         220           329             22
                                                     ===========   ===========   ===========
</TABLE>


All current tax amounts are related to operations in the United States.

NOTE 15. EARNINGS/(LOSS) PER SHARE

     Basic earnings/(loss) per share are computed by dividing net loss by the
weighted average number of common shares outstanding during the period.

<TABLE>
<CAPTION>
    DILUTED
                                                                                 WEIGHTED
                   EARNINGS (LOSS)                             EARNINGS (LOSS)   AVERAGE       DILUTED
                    APPLICABLE      WEIGHTED         BASIC      APPLICABLE TO     SHARES      EARNINGS
                     TO COMMON   AVERAGE SHARES    EARNINGS/       DILUTED     OUTSTANDING   (LOSS) PER
                      SHARES       OUTSTANDING    (LOSS) PER        SHARES       DILUTED        SHARE
                    (NUMERATOR)   (DENOMINATOR)   SHARE AMOUNT   (NUMERATOR)   DENOMINATOR     AMOUNT
                   -------------- -------------  ------------- -------------   ------------  -----------
                        NOK            NOK            NOK           NOK             NOK          NOK

BASIC AND DILUTED
EARNINGS (LOSS)
PER SHARE                    AMOUNTS IN THOUSANDS, EXCEPT FOR PER SHARE INFORMATION

For the year
ended December
<S>                     <C>              <C>          <C>         <C>             <C>         <C>
31, 2000:              (329,934)        40,553       (8.14)      (329,934)       40,E553     (8.14)

For the year
ended December
31, 2001:              (819,457)        51,749      (15.84)      (819,457)       51,749     (15.84)



                                       48
<PAGE>

                         OCEAN RIG ASA AND SUBSIDIARIES

                   NOTES TO FINANCIAL STATEMENTS - (CONTINUED)



For the year
ended December
31, 2002 as
restated:               506,043        190,739        2.65        514,343       276,454       1.86

</TABLE>


     Potentially dilutive securities are included in the calculation of weighted
average shares outstanding for calculating diluted earnings per share.
Potentially dilutive securities are not included in the computation if the
inclusion of such securities are anti-dilutive.

At December 31, 2002 the company's share capital was comprised of 492,886,851
shares.

Reconciliation for calculation of basic and dilutive earning (loss) per share:

NUMERATOR:
                                          YEAR ENDED DECEMBER 31,
                                   --------------------------------------
                                      2000         2001           2002
                                                              AS RESTATED
                                   ------------  ----------   -----------
Income (loss) applicable to
common shares                        (329,934)   (819,457)       506,043
Financial expense attributable to
mandatory convertible debt                   -           -         8,300
                                   ------------  ----------   -----------
Income (loss) applicable for
calculation of dilutive earnings
(loss) per share                     (329,934)   (819,457)       514,343
                                   ============  ==========   ===========

DENOMINATOR:
                                          YEAR ENDED DECEMBER 31,
                                   --------------------------------------
                                       2000         2001          2002
                                   ------------  ----------   -----------
Basic weighted average shares
outstanding                            40,553       51,749       190,739
Effect of dilutive securities:
Mandatory convertible debt                   -           -        67,600
Warrants                                     -           -        18,115
                                   ------------  ----------   -----------
Diluted weighted average shares
outstanding                             40,553      51,749       276,454
                                   ============  ==========   ===========


NOTE 16. RELATED PARTY TRANSACTIONS

<TABLE>
<CAPTION>
                                                        PAYMENTS TO RELATED PARTIES
                                            ----------------------------------------------------
                                            TOTAL CONTRACT             YEAR ENDED DECEMBER 31,
                                                VALUE         2000         2001          2002
                                            -------------   ---------    ----------   ----------
                                                NOK           NOK           NOK          NOK
                                                           (AMOUNTS IN THOUSANDS)
<S>                                            <C>           <C>           <C>          <C>
Agreement regarding delivery of equipment
from Hydralift ASA for Leiv Eiriksson and
Eirik Raude (total for both rigs)              567,435       39,358        43,789       21,194

</TABLE>

     Board member, Bjarne Skeie, sold his shares in Hydralift ASA in December
2002 and as of December 31, 2002, Hydralift ASA is no longer considered as
related party to our Company. Transactions up until Mr. Skeie's sale of his
shares in Hydralift ASA are included in the table above.



                                       49
<PAGE>


                         OCEAN RIG ASA AND SUBSIDIARIES

                  NOTES TO FINANCIAL STATEMENTS - (CONTINUED)


     Amounts related to payments to Hydralift ASA for the supply of equipment
are capitalized as part of construction-in-progress.

     In addition to the above-mentioned transactions, two members of the Board
of Directors have received compensation for additional services during 2002. The
Chairman of the Board of Directors, Morten Borge, received a compensation of NOK
1,442,818 for consulting work performed that exceeds work related to his
position as Chairman of the Board. Board member Geir Aune received consulting
fees of NOK 100,000 in 2002.

     There are no outstanding receivables or payables related to the above
mentioned transactions as of December 31, 2002.

     Ocean Rig has issued a loan to Senior Vice President Operations Willy
T0rhaug of NOK 1.2 million ($ 0.174 million). The loan is interest bearing and
has quarterly installments over 5 years, ending 2007.

NOTE 17. PENSIONS

     The Company and its subsidiaries have pension schemes which are defined
benefit plans and cover a total of 110 active employees.

     The plans are managed and funded through Norwegian life insurance
companies. The plans' assets consist primarily of listed common stocks,
corporate and government bonds and real estate investments.

<TABLE>
<CAPTION>

                                                             AS OF DECEMBER 31,
                                                 -------------------------------------------
WEIGHTED AVERAGE ASSUMPTIONS AS OF DECEMBER 31,        2000           2001           2002
                                                 -------------  -------------  -------------
<S>                                                      <C>            <C>            <C>
Discount rate                                            6.0%           6.0%           6.0%
Expected return on plan assets                           7.0%           7.0%           7.0%
Expected rate of compensation increases                  3.5%           3.5%           3.5%
Adjustments to the social security base                  3.0%           3.0%           3.0%

                                                           YEAR ENDED DECEMBER 31,
                                                 -------------------------------------------
                                                        2000           2001           2002
                                                 -------------  -------------  -------------
COMPONENTS OF NET PERIODIC PENSION COST FOR THE         NOK            NOK            NOK
YEAR ENDED DECEMBER 31,                                      (AMOUNTS IN THOUSANDS)

Service cost                                            4,037          4,069          4,784
Interest cost                                             750            802          1,002
Expected return on plan assets                           (835)        (1,022)        (1,417)
Amortization of unrecognized actuarial loss               117             81            141
Other pension cost                                        218            499          1,049
                                                 -------------  -------------  -------------
NET PERIODIC PENSION COST                               4,287          4,429          5,559
                                                 =============  =============  =============

</TABLE>

                                       50
<PAGE>

                         OCEAN RIG ASA AND SUBSIDIARIES

                  NOTES TO FINANCIAL STATEMENTS - (CONTINUED)

<TABLE>
<CAPTION>
                                                                     AS OF DECEMBER 31,
                                                                 ----------------------------
                                                                     2001           2002
                                                                 -------------  -------------
                                                                     NOK            NOK
                                                                     (AMOUNTS IN THOUSANDS)
CHANGE IN PENSION OBLIGATION
<S>                                                                    <C>            <C>
Pension obligation at beginning of year                                15,269         17,664
Service cost                                                            4,069          4,784
Interest cost                                                             802          1,002
Actuarial loss                                                        (2,476)          (967)
                                                                 -------------  -------------
Pension obligation at end of year                                      17,664         22,483

CHANGE IN PLAN ASSETS
Fair value of plan assets at beginning of year                         13,167         18,446
Actual return on plan assets                                            1,022           -868
Employer contribution                                                   4,257          8,150
                                                                 -------------  -------------
Fair value of plan assets at end of year                               18,446         25,728
                                                                 -------------  -------------
Funded status                                                             782          3,245
Unrecognized net transition asset/obligation                            2,302          3,580
                                                                 -------------  -------------
ACCRUED PENSIONS, NET                                                   3,084          6,825
                                                                 =============  =============

</TABLE>

     The Company has a prepaid pension asset of NOK 6.8 million which is
included in long-term receivables and other assets, while the Company's pension
liability of NOK 0.6 million is included in long-term liabilities.


NOTE 18. SUPPLEMENTAL CASH FLOWS INFORMATION

<TABLE>
<CAPTION>
                                                            YEAR ENDED DECEMBER 31,
                                                     ---------------------------------------
                                                        2000          2001          2002
                                                        NOK           NOK           NOK
                                                             (AMOUNTS IN THOUSANDS)
Cash paid during the year for:
<S>                                                    <C>             <C>          <C>
Interest, net of amounts capitalized                      -        15,750       172,856
Income taxes                                            207           220           329


</TABLE>

NOTE 19. SHAREHOLDERS' EQUITY

COMMON SHARES

     There is only one class of common shares, and each common share is entitled
to one vote. Dividends are proposed by the Board of Directors and subject to
final approval by the Annual General Meeting based upon the Company's
distributable equity, financial condition, results of operations and cash flows,
as well as other factors the Board of Directors may deem relevant. In February
2002, the par value of the Company's shares was written down form NOK 30.0 per
share to NOK 1.0 per share. As of December 31, 2002, the Company had authorized
727,567,170 shares at par value NOK 1.0, of which 492,886,851 shares were issued
and outstanding.

     See further information of par value per share in Note 26, Subsequent
events.


                                       51
<PAGE>

                         OCEAN RIG ASA AND SUBSIDIARIES

                  NOTES TO FINANCIAL STATEMENTS - (CONTINUED)


     At December 31, 2002 NOK 21.6 million of other equity relates to the value
of outstanding warrants. Further, NOK 66.3 million relates to unamortized value
of warrants and intrinsic bonds value. See further information of outstanding
warrants in Note 21, Warrants.

SHARE ISSUANCES FOR CASH

     In May 2000, the Company made share offerings of common shares, which
resulted in the issuance of 8,891,900 new shares at NOK 30 per share. The share
capital increased by NOK 266.8 million and the additional paid-in capital by NOK
88.9 million. The gross proceeds were reduced by NOK 18.1 million, representing
share issue costs. The net proceeds received were NOK 337.6 million.

     In May/June 2001, the Company made share offerings of common shares, which
resulted in the issuance of 11,621,906 new shares at NOK 30 per share. The share
capital increased by NOK 348.7 million and the additional paid-in capital by NOK
116.2 million. The gross proceeds were reduced by NOK 20.2 million, representing
share issue costs. The net proceeds received were NOK 444.7 million.

     In February 2002, the Company's NOK 552.5 million Convertible Loan issued
in November and December 2001 was converted to 73,666,666 shares in the Company
at a conversion price of NOK 7.5 per share. The share capital increased by NOK
73.7 million and additional paid-in capital increased by NOK 447.7 million, net
of share issue cost of NOK 31.2 million.

     In April 2002, the Company conducted a private placement issuing 24,444,445
shares at an issue price of NOK 9.0 per share. The share capital increased by
NOK 24.4 million and the additional paid-in capital increased by NOK 195.6
million. The gross proceeds were reduced by NOK 5.8 million, representing share
issue costs. The net proceeds received were NOK 214.2 million.

     In May and June 2002, the Company issued 751,743 shares at an issue price
of NOK 8.0 per share in a private placement. The share capital increased by NOK
0.7 million and additional paid-in capital increased by NOK 5.3 million. The
gross proceeds were reduced by NOK 0.03 million, representing share issue cost.
The net proceeds received were NOK 5.9 million. Further, included in the private
placement, warrants recorded at a fair value of NOK 38.6 million were issued
consisting of 35,614,800 warrants with an exercise price of NOK 8.0 per share.
The net proceeds received were NOK 37.9 million, after deduction for issue cost
of NOK 0.7 million.

     In October 2002, a total of 191,258,154 of the warrants that the Company
issued in August 2002 were exercised with an exercise price of NOK 1.0 per
share, increasing the share capital by NOK 191.3 million.

     In December 2002, the Company conducted a private placement issuing
111,000,000 shares at an issue price of NOK 1.0 per share. The share capital
increased by NOK 111.0 million equaling net proceeds received.

     In December 2002, a total of 3,142 shares were converted from the Company's
Mandatory Convertible bond issued in August 2002 at an issue price of NOK 3.50
per share. The share capital increased by NOK 3,142.0 and the additional paid-in
capital increased by NOK 7,858.0

RESTRICTED AND UNRESTRICTED RESERVES

     Funds for additional paid-in capital represent restricted reserves
unavailable for dividend distributions. The level of these reserves is regulated
by Norwegian law, and represents only part of the Company's total additional
paid-in capital. The funds for additional paid-in capital amounted to NOK
5,103.7 million as of December 31, 2002.


                                       52
<PAGE>


     The net remaining additional paid-in capital and accumulated loss and
comprehensive income represent unrestricted reserves which, according to
Norwegian law, are available for dividend distributions. The unrestricted
reserves amounted to NOK -859.9 million as of December 31, 2002.

NOTE 20. WARRANTS

At December 31, 2002, the following warrants were outstanding:

<TABLE>
<CAPTION>
                                                           WARRANTS                       WARRANTS
                              NUMBER OF     WARRANTS       EXERCISED                     OUTSTANDING
                              WARRANTS       EXPIRED        DURING        SUBSCRIPTION     DECEMBER
                               GRANTED     DURING 2002       2002            PRICE         31, 2002
                              -----------  ------------   -----------    -------------   ------------
<S>                           <C>           <C>           <C>             <C>                    <C>
Warrants issued May/June
2002                          35,614,800    15,668,998             -         NOK 8.0      19,945,802
Warrants issued August/
September 2002                191,275,143       16,989    191,258,154        NOK 3.5               -
                              -----------  ------------   -----------                    -----------
TOTAL                         226,889,943   15,685,987    191,258,154                    19,945,802
                              ===========  ============   ===========                    ===========
</TABLE>

     Any new shares issued by the Company following the exercise of warrants
will be equal in all respect to other outstanding shares and will carry dividend
rights from and including the date of which they are issued.


NOTE 21. SHARE OPTION PLANS

     On October 7, 1997, the Company's extraordinary general meeting approved a
Share Option Plan for the Company's executive employees, key personnel and board
members. The Board of Directors was authorized to grant up to 566,667 share
options over the next 5 years. The authorization was withdrawn at the Company's
general meeting on May 18, 2000. In the same meeting the Board of Directors was
given authorization to grant up to 1,250,000 options to employees and members of
the Board of Directors.

     The options awarded are granted at volume-weighted average market value for
the five trading days preceding the grant date. The options generally vest over
5 years with 20% becoming exercisable each year, and have a maximum term of 5
years. The Company has recorded no compensation expense for any grants.

     In May 2000, as a result of a change in Norwegian tax regulations, the
exercise price for the options granted in 2000 was fixed at NOK 41.16 for the
730,000 options granted to employees and NOK 46.05 for the 200,000 options
granted to the board members in the group.

     On November 21, 2001, the board granted a total of 925,000 options to
primary insiders and key employees, subject to existing options agreements being
cancelled. The exercise price was set at NOK 7.50 per share. The expiration date
of the options is November 21, 2006. The options vest over five years, with 20%
becoming exercisable each year. Employees and board members who resign may
exercise any fully vested options at any date on or before the expiration date.
The options will become immediately vested upon a change of control of the
Company or upon the sale of the Company's first two rigs, contingent upon
continued employment.



                                       53
<PAGE>


     On April 8, 2002, the board granted 200,000 options to primary insiders at
an exercise price of NOK 9.20. The expiration date of the options is April 7,
2007. The options carry similar terms to the options issued on November 21,
2001. 100,000 of the options were subject to the approval of the General
Meeting, which was obtained May 24, 2002.

     The authorization to issue 1,250,000 shares given to the board on May 18,
2000 expired May 18, 2002. On May 24, 2002, the General Meeting increased the
authorization to 4,000,000 shares. The authorization is valid for two years. The
General Meeting also authorised the Board to grant a total of 340,000 options to
members of the Board at an exercise price of NOK 9.20 per share. All previous
options granted to the Board members were withdrawn.

     At the Company's Extraordinary General Meeting in August 2002, a new option
plan was approved, authorizing the Board to grant up to 14,000,000 shares in the
Company to employees and Board members of the Company, each with a subscription
price of NOK 3.50 per share. Any previous granted options were withdrawn. Board
members have the right to subscribe for up to 8,000,000 shares and employees to
subscribe for up to 6,000,000 shares. The options may, at the discretion of the
holder, be utilized in one or more rounds up to the total number of options. The
options may be exercised at the earliest one year after the grant date. In the
event of a mandatory bid on the Company, the options may be exercised earlier.
50% of the authorized options are contingent upon the completion date of Eirik
Raude. Options not exercised within three years of grant date will expire
without any compensation. The authorization is effective for two years and
expires at the date of the Company's General Meeting in 2004.

     During 2002, a total of 8,000,000 options were granted to members of the
Board of Directors and 3,091,000 options were granted to employees of the
Company. As of December 31, 2002, 50% of the options have expired due to (i) 25%
of the options lapsed since the rig Eirik Raude was not on contract by October
15, 2002 and (ii) another 25% of the options lapsed since Eirik Raude had not
commenced charter hire by October 31, 2002.

At December 31, 2002 the following options were granted and outstanding:

<TABLE>
<CAPTION>

                                EXERCISE       TOTAL                        EXPIRATION
                                 PRICE        OPTIONS      YEAR GRANTED        YEAR
                              -----------   -----------   -------------  --------------
<S>                           <C>           <C>            <C>           <C>
Members of the Board of         NOK 3.50     4,000,000            2002            2005
Directors
Key employees of the Company    NOK 3.50     1,545,500            2002            2005

</TABLE>

Activity in the Company's share option plans for the three years ended December
31, 2002 was as follows:



                                       54
<PAGE>


<TABLE>
<CAPTION>
                                    EXERCISE PRICE        EXERCISE PRICE LESS
                                  GREATER THAN GRANT        THAN GRANT DATE
                                   DATE SHARE FAIR         SHARE FAIR VALUE          TOTAL
                                        VALUE
                               --------------------------------------------------------------
                                          WEIGHTED             WEIGHTED            WEIGHTED
                                          AVERAGE              AVERAGE             AVERAGE
                               NUMBER OF  EXERCISE  NUMBER OF  EXERCISE  NUMBER OF EXERCISE
                                 SHARES    PRICE     SHARES     PRICE     SHARES    PRICE
                               --------------------------------------------------------------
                                           (NOK)                (NOK)                 (NOK)

<S>                    <C>        <C>         <C>       <C>      <C>       <C>        <C>
OUTSTANDING AT JANUARY 1, 2000    253,026     45.68     20,000   328.88    273,026    66.43

Granted                           710,000     42.54    220,000    41.16    930,000    42.21
Cancelled                       (253,026)     88.99    (20,000)  345.66   (273,026)  107.79
                               -----------           -----------         -----------
OUTSTANDING AT DECEMBER 31,      710,000      42.54    220,000    41.16    930,000    42.21
2000

Granted                                 -         -    925,000      7.50    925,000     7.50
Cancelled                       (710,000)     42.54   (20,000)     41.16  (730,000)    42.50
                               -----------          -----------          -----------
OUTSTANDING   AT  DECEMBER  31,
2001                                    -         -  1,125,000     13.48  1,125,000    13.48

GRANTED                                 -         - 11,091,000      3.50 11,091,000     3.50
EXPIRED                                 -         - (5,545,500)     3.50 (5,545,500)    3.50
CANCELLED                               -         - (1,125,000)    13.48 (1,125,000)   13.38
                                                    -----------          -----------
OUTSTANDING   AT  DECEMBER  31,         -         -  5,545,500      3.50  5,545,500     3.50
2002                           ===========          ===========          ===========

</TABLE>


No options were exercised during 2002. At December 31, 2002, no options were
exercisable.

NOTE 22. DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

     The Company is exposed to changes in foreign currency exchange rates and
changes in interest rates, which affect our results of operations and financial
condition. The Company manages exposure to changes in foreign currency exchange
rates through its normal operating and financing activities, as well as through
the use of financial instruments. Generally, the only financial instruments the
Company may utilize are forward exchange contracts. The Company had no forward
exchange contracts outstanding as of December 31, 2001 or 2002. The Company
manages exposure to changes in interest rates by maintaining debt with both
fixed and variable rates of interest.

The following table summarizes the estimated fair value of the Company's
financial instruments as of December 31, 2001 and 2002:


<TABLE>
<CAPTION>
                                                          AS OF DECEMBER 31,
                                         ------------------------------------------------------
                                                   2001                         2002
                                         --------------------------   -------------------------
                                          CARRYING        FAIR        CARRYING         FAIR
                                           AMOUNT         VALUE         AMOUNT        VALUE
                                         ------------  ------------   -----------   -----------
                                             NOK           NOK           NOK           NOK
                                                        (AMOUNTS IN THOUSANDS)
<S>                                          <C>           <C>           <C>           <C>
Cash and cash equivalents                    170,205       170,205       137,346       137,346
Restricted cash                              253,494       253,494         8,627         8,627
USD short-term debt                           -                                        108,757
                                                       -                 114,796
Long-term debt                             4,007,109     3,596,459     3,105,494     2,812,922
Convertible loans                          1,052,500     1,061,950     1,062,452       513,428

</TABLE>

The amounts shown in the table are gross of unamortized discount and intrinsic
value.


                                       55
<PAGE>

                         OCEAN RIG ASA AND SUBSIDIARIES

                  NOTES TO FINANCIAL STATEMENTS - (CONTINUED)


     The carrying value of NOK-denominated cash and cash equivalents and
restricted cash are a reasonable estimate of their fair value due to the
short-term nature of these instruments. The fair value of USD-denominated cash
and cash equivalents and restricted cash are based on the USD amounts translated
at year-end exchange rates.

     The fair value of debt is determined by reference to the market value of
the Company's publicly traded debt instruments, as well as comparably rated debt
instruments at these dates.

     The fair value of the USD Short Term Loan was, as of December 31, 2002,
93.35% of the principal amount equaling NOK 84.7 million. Unamortized discount
of NOK 6.5 million, is not included in the calculation of fair value.

     The fair value of the Notes and 1998 Loans was, as of December 31, 2001 and
December 31, 2002, approximately 87% and 88%, respectively, of the principal
amount. Fair value at December 31, 2002 was NOK 2,145.5 million and NOK 2,748.1
million at December 31, 2001.

     The fair value of the convertible loans were, as of December 31, 2001 85%
and 80% and as of December 31, 2002, 73% and 70% for the NOK 134.0 million and
NOK 259.0 million convertible loans, respectively. Fair value at December 31,
2002 for the two loans were NOK 97.8 million and NOK 181.3 million,
respectively. Fair value at December 31, 2001 of the two convertible loans
amounted to NOK 410.0 million.

     The fair value of the Mandatory Convertible Loan, as of December 31, 2002,
was 35%, equaling a fair value of NOK 234.3 million. Unamortized balance of
warrants and intrinsic value of NOK 66.3 million is not included in the
calculation of fair value.

     The vast majority of the Company's borrowings are with financial
institutions and other professional investors.

NOTE 23. COMMITMENTS AND CONTINGENCIES

CONSTRUCTION COMMITMENTS

     The Company completed its construction project of its two rigs during 2002
and as of December 31, 2002 the Company has no further commitments relating to
its construction projects.

     In August 2002, the Halifax Shipyard agreed to defer up to USD 10 million
in payments under the Halifax Contract until December 31, 2002. The Company was
required to provide security for the deferred amount. The USD 10 million
deferred balance was paid in full by the Company, and all security interest were
released, upon the delivery of Eirik Raude to EnCana under the EnCana Drilling
Contract on November 1, 2002.

     Outstanding payments related to the construction of Eirik Raude amounted to
NOK 45.1 million as of December 31, 2002 and represent payments to various
suppliers. The Company had no outstanding payments to the Halifax Shipyard as of
December 31, 2002.

INSURANCE

     The Company has obtained insurance for the assessed market value of the
rigs. However, such insurance coverage may not provide sufficient funds to
protect the Company from all liabilities that could result from its operations
in all situations. Risks against which the Company may not be fully insured or
insurable include environmental liabilities, which may result from a blow-out or
similar accident, or


                                       56
<PAGE>


liabilities resulting from reservoir damage alleged to have been caused by the
negligence of the Company. Moreover, the Company's insurance coverage may not
protect against loss of income. The occurrence of casualty or loss against which
the Company is not fully insured could have a material adverse effect on the
Company's results of operations and financial condition.

ENVIRONMENTAL MATTERS

     The Company's operations may involve the use or handling of materials that
may be classified as environmentally hazardous substances. Environmental laws
and regulations applicable in the countries in which the Company intends to
conduct operations have generally become more stringent. Such laws and
regulations may expose the Company to liability for the conduct of or for
conditions caused by others, or for acts of the Company that were in compliance
with all applicable laws at the time such actions were taken. In recent years,
increased concern has been raised over protection of the environment. Offshore
drilling in certain areas has been opposed by environmental groups, and, in
certain areas, has been restricted. To the extent new laws are enacted or other
governmental actions are taken that prohibit or restrict offshore drilling or
impose additional environmental protection requirements that result in increased
costs to the oil and gas industry in general or the offshore drilling industry
in particular, the Company's business or prospects could be materially adversely
affected. The amendment or modification of existing laws and regulations or the
adoption of new laws and regulations curtailing or further regulating
exploratory or development drilling and production for oil and gas for
political, economic, environmental, or other reasons could have a material
adverse effect on the Company's business, operating results or financial
condition. The Company cannot predict the extent to which future earnings may be
affected by compliance with any such new legislation or regulations. In
addition, the Company may become subject to additional laws and regulations as a
result of future vessel operation or relocation or other operations of the
Company being conducted in jurisdictions in which it is not currently operating.

     The Company expects that it will be able to obtain some degree of
contractual indemnification from its customers in most of its drilling contracts
against pollution and environmental damages, but there can be no assurance that
such indemnification will be enforceable in all instances, that the customer
will be financially capable in all cases of complying with its indemnity
obligations or that the Company will be able to obtain such indemnification
agreements in the future.

     The Company expects to maintain insurance coverage against certain
environmental liabilities, including pollution caused by sudden and accidental
oil spills. There can be no assurance, however, that such insurance will be
obtained, will continue to be available or carried by the Company or, if
available and carried, will be adequate to cover the Company's liability in all
circumstances, which could have a material adverse effect on the Company's
business, operating results and financial conditions.

LITIGATION

     The Company is not a party to any litigation or legal proceedings.

LEASES

     The Company has operating lease commitments principally for office space.
These non-cancelable leases expire at various dates through 2005. Certain leases
contain renewal options for various periods of time, and generally provide that
the Company shall pay a portion of the operating costs applicable to the leased
property.

As of December 31, 2002, future minimum lease payments under non-cancelable
operating leases with an initial term of one year or more were as follows:


                                       57
<PAGE>


                                               OPERATING LEASES
                                             ---------------------
                                                      NOK
                                            (AMOUNTS IN THOUSANDS)

2003                                                        3,490
2004                                                        1,880
2005                                                        1,195
                                             ---------------------
TOTAL MINIMUM LEASE PAYMENTS                                6,565
                                             =====================

The Company recorded rent expense for 2000, 2001 and 2002 in the amount of NOK
4.0 million, NOK 4.5 million and NOK 4.5 million, respectively.


NOTE 24. SEGMENT INFORMATION

     Ocean Rig has two reportable segments, as defined by SFAS 131: (1) offshore
drilling operations and (2) rig management. Offshore drilling operations have
mainly been directed to the follow up of construction contracts and marketing of
the Company's rigs.

     The accounting policies of the segments are the same as those described in
the "Summary of Significant Accounting Policies". Ocean Rig evaluates the
performance of its segments and allocates resources to them based on revenue,
operating expenses, interest income, interest expenses, net income and assets.

The table below presents information about reported segments for the years
ending December 31, 2000, 2001 and 2002:


<TABLE>
<CAPTION>
                                                        OFFSHORE
                                                        DRILLING         RIG
                                                       OPERATIONS     MANAGEMENT      TOTAL
                                                      ------------  -------------  -----------
                                                          NOK           NOK           NOK

YEAR ENDED DECEMBER 31, 2000                                  (AMOUNTS IN THOUSANDS)
<S>                                                       <C>              <C>        <C>
Revenues                                                                  13,749       13,749
Operating expenses                                        167,070          9,481      176,551
Interest and financial income                             147,344          2,012      149,356
Interest and financial expense                           (315,790)          (478)    (316,268)
Net (loss) income                                        (322,003)        (7,931)    (329,934)

Total assets                                            6,855,438         13,353    6,869,791


YEAR ENDED DECEMBER 31, 2001
Revenues                                                        -         10,538       10,538

Operating expenses                                        712,766          3,688      716,454
Interest and financial income                              75,940            785       76,725
Interest and financial expense                           (189,857)           (80)    (189,937)
Net (loss) income                                        (814,017)        (5,440)    (819,457)


Total assets                                            8,166,009         22,349    8,188,358

</TABLE>


                                       58
<PAGE>

                         OCEAN RIG ASA AND SUBSIDIARIES

                  NOTES TO FINANCIAL STATEMENTS - (CONTINUED)

<TABLE>
<CAPTION>

YEAR ENDED DECEMBER 31, 2002 AS RESTATED
<S>                                                       <C>             <C>         <C>
Revenues                                                  504,347         29,984      534,331

Operating expenses                                        678,820         34,769      713,589
Interest and financial income                             984,864          1,499      986,363
Interest and financial expense                           (299,205)        (1,835)    (301,040)
Net (loss) income                                         511,164         (5,121)     506,043

Total assets                                            9,176,305         18,299    9,194,604

</TABLE>

     The Company's two rigs commenced operations in 2002 and for the year ended
December 31, 2002, 94% of consolidated revenues come from operations of the
Company's two drilling rigs under the respective drilling contracts. For the
year ended December 31, 2001, consolidated revenues came from other rig
management operations. Other rig management operations offers services to
external companies as well as to Leiv Eiriksson and Eirik Raude and is based in
Norway.

     The Company's two rigs, Leiv Eiriksson and Eirik Raude, commenced
operations in February 2002 and November 2002, respectively. During 2002 Leiv
Eirksson have been drilling under a drilling contract with ExxonMobil offshore
Angola and Eirk Raude have been operating offshore Canada on a drilling contract
with EnCana Corporation. Other offshore drilling operations services are
primarily performed in Norway.

Geographic segment information offshore drilling operations as restated:


<TABLE>
<CAPTION>
                               LEIV
                            EIRIKSSON,       EIRIK RAUDE,    ADMINISTRATION
                              ANGOLA            CANADA           NORWAY           TOTAL
                           --------------   --------------   --------------   -------------
                                NOK              NOK              NOK             NOK

                                                 (AMOUNTS IN THOUSANDS)
<S>                              <C>               <C>                   <C>       <C>
External revenues                455,175           49,172                0         504,347
Operating expenses               367,214          150,544            1,455         519,213
Depreciation                     128,409           30,835              363         159,607
Operating loss                  (40,448)        (132,207)          (1,818)       (174,473)
Net financial items             (12,522)          270,355          427,826         685,659
Net loss before income taxes    (52,970)          138,148          426,008         511,186
Net loss                        (52,970)          138,148          425,986         511,164
Total assets, external         3,530,104        5,268,594          305,896       9,104,594
Investments                       10,329        1,815,358           78,617       1,904,304

</TABLE>


NOTE 25. SUBSEQUENT EVENTS

SUBSEQUENT PRIVATE PLACEMENT OF SHARES IN JANUARY 2003



                                       59
<PAGE>


     The Company conducted a subsequent private placement of shares in January
2003, issuing 35,151,298 shares for a subscription price of NOK 1.0 per share.
As a result, the Company's share capital increased by NOK 35.2 million. Net
proceeds to the Company totaled NOK 32.8 million, after reduction for share
issuance cost totaling NOK 2.4 million.

FIRST OPTIONAL WELL UNDER THE CONTRACT WITH EXXONMOBIL EXERCISED

     In February 2002, Esso exploration Angola Limited exercised its first
option for a further well under the contract for Leiv Eiriksson offshore Angola,
West-Africa.

CONVERSION OF MANDATORY CONVERTIBLE BOND AND ISSUE OF NEW SHARES

     During January and May 2003 a total of 487,713 shares were converted from
the Company's Mandatory Convertible Bond at a conversion price of NOK 3.50 per
share. Further, 8 new shares were issued in connection with the reverse share
split approved by the General Meeting in May 2003 at a subscription price of NOK
1.0 per share. Share capital was increased by NOK 0.5 million and additional
paid-in capital increased by NOK 1.2 million. Total shares following the
registration of the share issue and conversion is 528,525,870.

EXTENSION OF THE FINAL INSTALLMENT OF THE USD SHORT TERM LOAN

     In May 2003, the Company exercised its option to extend the final
installment on its May 2002 USD short term loan by three months, until August
13, 2003.

REVERSE SHARE SPLIT

     The Annual General Meeting held on May 16, 2003 approved a reverse share
split of 10:1. Accordingly, the Company's total number of shares will be reduced
from 528,525,870 to 52,852,587 shares. As of May 21, 2003 the Company's share
traded with a par value of NOK 10 .0 per share. In the future financial
statements, the comparative earnings (loss) per share figures will be
retroactively restated to reflect the share split as if it had occurred as of
the beginning of each period presented.

ADJUSTMENT OF CONVERSIONS PRICES FOR CONVERTIBLE BONDS

     As a result of the reverse share split, the conversion rate for the
Company's convertible bonds are adjusted proportionately to account for the 10:1
reverse share split. Effective as of May 21, 2003 the Company's convertible
bonds have the following conversion prices:

     o    Mandatory Convertible Bond 2000/2005 is convertible at a price of
          NOK 35.0 per share.

     o    13% Subordinated Convertible Bond 2002/2005 is convertible at a
          price of NOK 228.30 per share.

     o    11% Subordinated Convertible Bond 2000/2005 is convertible at a
          price of NOK 244.50 per share.

SECOND OPTION WELL UNDER THE CONTRACT WITH EXXONMOBIL EXERCISED

     In May 2003, BP Exploration Angola exercised the second option well under
the present contract for Leiv Eiriksson in Angola. The well will start
immediately after the first option well with Esso Exploration Angola Limited and
will last for an estimated 50 days, through August 2003.


                                       60
<PAGE>


SHARE OPTION PLAN TO MEMBERS OF THE BOARD OF DIRECTORS AND MANAGEMENT OF THE
COMPANY

     At the Company's Ordinary General Meeting on May 16, 2003, an option plan
was approved, authorizing the Board to grant up to 8,800,000 options to buy
shares in the Company to management and Board members of the Company. Up to
1,800,000 and 800,000 options may be granted to the Chairman of the Board and
each of the other board members, respectively. Up to 3,000,000 options may be
granted to the management of the Company.

     Subsequent to the May Ordinary General Meeting, the Board members purchased
options to subscribe a total of 3,200,000 shares with strike price of NOK 15 for
a total consideration of USD 120,000. The options were fully vested at grant
date. The board members will be able to recover the consideration paid for the
options if they are not re-elected and the options expire as a result.

     For management and the executive chairman options are granted in option
packages consisting of three options with an exercise price of NOK 10.00, NOK
12.00 and NOK 14.00, respectively, and three options with an exercise price of
NOK 18.00. The options vest over a year, with 20% becoming exercisable every 90
days. In the event that a transaction (change of control, merger, demerger, or
sale of both drilling rigs) has been completed and the option holder resigns,
all options becomes exercisable and are kept by the option holder. No options
have formally been granted to management and the executive chairman.

     Any options outstanding under the plan authorized by the Company's
Extraordinary General Meeting in August 2002 were cancelled.

CONTRACT WITH IMPERIAL OIL RESOURCE VENTURES LIMITED

     On June 6, 2003 Ocean Rig was awarded a contract with Imperial Oil Resource
Ventures Limited to drill offshore Nova Scotia upon completion of the EnCana
contract firm period. Drilling under this contract with Imperial Oil is expected
to commence around July 1, 2003. The estimated duration of this work is
approximately 50 to 60 days.

NOTE 26. LIQUIDITY

     The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. The Company has suffered recurring
losses from operations and has insufficient capital that raises substantial
doubt about its ability to continue as a going concern. To strengthen the
Company's working capital, the Company completed a share issue in January 2003.
Further, the Company amended the terms of its loan with its bank syndicate,
which resulted in changes to the requirement for minimum cash covenant and
delays in the timing of certain principal installments. Management expects that
the Company's liquidity at the beginning of 2003 together with expected cash
flows from operations in 2003 and the share issuance in January will be
sufficient to cover interest payments and installments on loans in 2003,
however, the Company cannot give any guarantees in relation to its future
generation of cash flows. There can be no assurance that the Company will be
successful in its planned operations and be able to continue as a going concern.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.

     The Fortis Facility contains restrictions on, among other things, minimum
working capital and value adjusted equity (including market value of rigs). As
of December 31, 2002, the Company


                                       61
<PAGE>


was unable to comply with two of its covenants relating to these restrictions .
Ocean Rig obtained temporary waivers from the lenders as of May 15, 2003 waiving
noncompliance of the working capital covenant through March 31, 2003, and
waiving noncompliance of the value adjusted equity covenant through December 31,
2003, and expects to meet the covenants at future determination dates.

NOTE 27. DIFFERENCES BETWEEN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN NORWAY
         AND THE UNITED STATES

     The financial statements are prepared in accordance with the generally
accepted accounting principles in Norway ("Norwegian GAAP"), which differ in
certain respects from accounting principles generally accepted in the United
States ("U.S. GAAP").

The major differences between Norwegian GAAP and U.S. GAAP for Ocean Rig are
summarized below:

<TABLE>
<CAPTION>
                                                            YEAR ENDED DECEMBER 31,
                                                     ---------------------------------------
                                                        2000         2001          2002
                                                                                AS RESTATED
                                                     -----------   ----------   ------------
                                                        NOK           NOK           NOK
                                                              (AMOUNTS IN THOUSANDS)
<S>                                                   <C>           <C>             <C>
Net income (loss) in accordance with Norwegian GAAP   (329,934)     (819,457)       506,043

Share options plan (a)
   Accrued compensation cost                            (2,082)        2,013             69
   Accrued social security tax                             189          (182)            (7)
    Troubled debt restucturing                               -             -         26,432
                                                     ---------------------------------------
NET INCOME (LOSS) IN ACCORDANCE WITH U.S. GAAP        (331,827)     (817,626)       532,537
                                                     ===========   ==========   ============

                                                                      AS OF DECEMBER 31,
                                                                   -------------------------
                                                                      2001           2002
                                                                                 AS RESTATED
                                                                   ------------  ------------
                                                                      NOK            NOK
                                                                   (AMOUNTS IN THOUSANDS)
Shareholders' equity in accordance with Norwegian GAAP             2,803,288      4,736,717
GAAP
Share options (a)
   Accrued compensation cost                                             (69)             -
   Unearned stock compensation                                            69              -
   Accrued social security tax                                             7              -
     Troubled debt restructuring (c)                                       -         26,432
                                                                   ----------   ------------
SHAREHOLDERS' EQUITY IN ACCORDANCE WITH U.S. GAAP                  2,803,295      4,763,149
                                                                   ==========   ============
</TABLE>


                                       62
<PAGE>



The change in shareholders' equity in accordance with U.S. GAAP is as follows:

<TABLE>
<CAPTION>
                                                               AS OF DECEMBER 31,
                                                     ---------------------------------------
                                                        2000          2001           2002
                                                                                 AS RESTATED
                                                     -----------   -----------   -----------
                                                         NOK           NOK           NOK
                                                              (AMOUNTS IN THOUSANDS)
<S>                                                   <C>           <C>           <C>
Beginning of year                                     3,167,902     3,175,595     2,803,295
Comprehensive loss:
     Net loss in accordance with U.S. GAAP             (331,827)     (817,626)       532,537
     Unearned stock compensation                          2,082        (2,013)          (69)
     Translation differences                                (90)        2,628           (51)
                                                     -----------   -----------   -----------
     Comprehensive income and (loss)                  2,838,067      (817,011)      532,417
                                                     -----------   -----------   -----------
     Share issuances, net of issuance cost              337,528       444,711     1,427,437

                                                     -----------   -----------   -----------
END OF YEAR                                           3,175,595     2,803,295     4,763,149
                                                     ===========   ===========   ===========

The components of shareholders' equity in accordance with U.S. GAAP are as
follows as of December 31, 2001 and 2002:

                                                                      AS OF DECEMBER 31,
                                                                   -------------------------
                                                                      2001           2002
                                                                                 AS RESTATED
                                                                   -----------   -----------
                                                                      NOK            NOK
                                                                    (AMOUNTS IN THOUSANDS)
Share capital                                                       1,682,316       492,887
Additional paid-in capital                                          2,539,516     5,174,638
Accumulated deficit                                                (1,418,606)    (904,307)
Unearned stock compensation                                                69          (69)
                                                                   -----------   -----------
TOTAL                                                               2,803,295     4,763,149
                                                                   ===========   ===========
</TABLE>

A) EMPLOYEE OPTIONS

     Under US GAAP, compensation expense should be measured and accounted for at
the grant date if the market price for the options is higher than the exercise
price of the options at the date of grant. Under variable plan accounting the
compensation expense should be measured and determined as the difference between
the fair value of the underlying stock and the exercise price of the option (the
intrinsic value of the options) at the balance sheet date until the option is
exercised. The compensation expense should be accrued and expensed as salary
expense over the service period. Norwegian GAAP is consistent with US GAAP,
however, in addition to measuring compensation expense, Norwegian GAAP, requires
the Company to accrue for social security tax. The basis for the accrual is the
intrinsic value of the options at the balance sheet date multiplied with the
social security tax rate. The cost is expensed as salary expenses over the
service period. According to U.S. GAAP the social security tax should not be
accrued for until the options are exercised.

     In accordance with statement of Financial Accounting Standards (SFAS 123)
pro-forma information is required to be shown based upon a calculation of the
fair value of the options granted estimated using an option-pricing model. The
Company's option pricing model is based upon the Black-Scholes model and the
information is shown in Note 23, Share Option Plans.


                                       63
<PAGE>

                         OCEAN RIG ASA AND SUBSIDIARIES

                  NOTES TO FINANCIAL STATEMENTS - (CONTINUED)


B) HEDGE ACCOUNTING

     The Company maintains cash accounts in U.S. dollars to hedge foreign
exchange risk related to its USD. Under Norwegian GAAP, the Company's USD cash
accounts, including restricted cash, are translated at the hedged rate, which is
the historical spot rate of the purchase of USD or the forward contract rate
obtained to purchase U.S. dollars.

     Under U.S. GAAP, the Company's policy qualifies for hedge accounting,
however, the U.S. cash account, used as a hedging instrument, would be
translated at the year-end exchange rate and the resulting gain or loss would be
deferred on the balance sheet.

The Company did not have any hedge transactions outstanding at December 31, 2001
or 2002.

C) TROUBLED DEBT RESTRUCTURING

     Under US GAAP, if a creditor for economic or legal reasons related to a
debtor's financial difficulties grants a concession to the debtor that it would
not otherwise consider, a restructuring of debt constitutes a troubled debt
restructuring. US GAAP defines a mathematical formula to determine if a creditor
has granted a concession. Based on this formula, the exchange of a portion of
the USD Short Term Loan and the Convertible Bonds 2000 into the Mandatory
Convertible Bond 2002 qualifies as a troubled debt restructuring. Under
Norwegian GAAP, the exchange has been accounted for as an extinguishment of
debt, resulting in a net loss of NOK 20.3 million. This net loss is reversed to
reconcile to US GAAP. Under US GAAP, the troubled debt restructuring resulted in
a gain of NOK 5.5 million (earnings per share; Basic 0.03, Diluted 0.02). Under
accounting for troubled debt restructuring, subsequent to the exchange interest
expense is recognized at the effective interest rate to amortize from the
carrying value to the undiscounted future cash payments under the Mandatory
Convertible Bond 2002. As a result, interest expense for the period from the
date of the exchange until December 31, 2002 was NOK 0.6 million less according
to US GAAP than under Norwegian GAAP.

DISCLOSURE OF DERIVATIVE FINANCIAL INSTRUMENTS

     The Company's policies in respect of foreign currency and interest rate
risk management and the related use of financial instruments are set out in Item
11 of this annual report, "Quantitative and Qualitative Disclosures About Market
Risk". Short-term creditors have been excluded from the following analyses.

A) BORROWINGS ANALYZED BY MATURITY DATE

<TABLE>
<CAPTION>
                                               NOTES      CONVERTIBLE       2002         2001
                                             AND LOANS      LOANS          TOTAL         TOTAL
                                             (MILLIONS    (MILLIONS      (MILLIONS     (MILLIONS
                                                OF            OF            OF            OF
                                             DOLLARS)      DOLLARS)       DOLLARS)     DOLLARS)
                                             ----------   -----------    -----------   ----------
<S>                 <C>                           <C>                          <C>          <C>
Due within one year (1)                           16.5             -           16.5         61.6
Due between two and five years                       -         153.1          153.1        155.7
Due after five years                             445.8             -          445.8        350.0
                                             ----------   -----------    -----------   ----------
                                                 462.3         153.1          615.4        567.3
                                             ==========   ===========    ===========   ==========


                                       64
<PAGE>

                         OCEAN RIG ASA AND SUBSIDIARIES

                  NOTES TO FINANCIAL STATEMENTS - (CONTINUED)
<FN>
-----------------
(1)  - Balance as of December 31, 2002 comprise of USD 13.1 million and USD 3.4
     million representing short-term portion of long-term debt. Balance as of
     December 31, 2001 represents convertible bonds that were converted to
     shares in the Company in February 2003.

</FN>
</TABLE>

<TABLE>
<CAPTION>
                                                                              2002         2001
                                                                             TOTAL        TOTAL
Loans repayable after five years comprised of:                            (MILLIONS     (MILLIONS
                                                                         OF DOLLARS)    OF DOLLARS)
                                                                         -----------   ----------
<S>                                                                       <C>           <C>
10 1/4% senior secured notes due 2008                                        225.0        225.0
Floating rate senior secured loans due 2008, LIBOR+4.75%                     125.0        125.0
Floating  rate senior  secured  loans due 2008 LIBOR + 1.75% - 2.75% (1)      95.8            -
                                                                         -----------   ----------
                                                                              445.8        350.0
                                                                         ===========   ==========
<FN>
----------------
(1)  -Loan balance USD 95.8 million, net of short-term part of long-term debt of
     USD 3.4 million.
</FN>
</TABLE>


B)   FINANCIAL LIABILITIES ANALYZED BY CURRENCY AND INTEREST RATE RISK PROFILE

<TABLE>
<CAPTION>
                                          FLOATING       FIXED RATE         2002           2001
                                         RATE AMOUNT       AMOUNT           TOTAL         TOTAL
                                          (MILLIONS      (MILLIONS       (MILLIONS      (MILLIONS
CURRENCY:                                OF DOLLARS)     OF DOLLARS)     OF DOLLARS)    OF DOLLARS)
                                         ------------    ----------    ------------   -----------
<S>                                       <C>                <C>             <C>           <C>
Norwegian kroner                                   -         153.1           153.1         117.3
US dollar                                       99.2             -            99.2         100.0
US dollar                                      125.0         238.1           363.1         350.0
                                         ------------    ----------    ------------   -----------
                                               224.2         391.2           615.4         567.3
                                         ============    ==========    ============   ===========
</TABLE>

     At December 31, 2002 and 2001, the weighted average interest rate on the
fixed rate financial liabilities was 10.9% and 11.5%, respectively. Floating
rate financial liabilities bear interest rates based on the 3-month US dollar
London inter-bank offer rate (LIBOR) plus 4.75% for the USD 125 million loan and
plus interest at a variable margin of 1.75% to 2.75% depending on the rigs'
contract situation for the USD 99.2 million loan.

C) FINANCIAL ASSETS ANALYZED BY CURRENCY AND INTEREST RATE RISK PROFILE

<TABLE>
<CAPTION>
                                                           CASH AND
                                            RESTRICTED       CASH           2002          2001
CURRENCY:                                     CASH        EQUIVALENTS      TOTAL         TOTAL
                                            (MILLIONS      (MILLIONS     (MILLIONS     (MILLIONS
                                            OF DOLLARS    OF DOLLARS    OF DOLLARS    OF DOLLARS
                                             DOLLARS)      DOLLARS)       DOLLARS)      DOLLARS)
                                            ----------    ----------    -----------   -----------
<S>                                             <C>          <C>            <C>           <C>
Norwegian kroner                                0.710        10.709         11.419        17.082
Canadian dollar                                 0.118         4.477          4.595
US dollar                                       0,414         4.593          5.007        30.140
                                            ----------    ----------    -----------   -----------
                                                1,242        19,779         21.021        47.222
                                            ==========    ==========    ===========   ===========
</TABLE>

The financial assets earn interest at floating rates and comprise of restricted
cash and cash equivalents.

FINANCIAL INSTRUMENTS

     Where necessary under the Company's risk management policy, the Company may
enter into derivative financial instruments to hedge its exposure to foreign
currency exchange rate risk and interest rate. The Company does not enter into
derivative financial instruments for trading purposes. The


                                       65
<PAGE>


Company only enters into contracts with parties that are highly rated
international financial institutions. Management believes that risk of loss is
remote and in any event would be immaterial to the consolidated net financial
position of the Company.

     The accounting policies for the Company's derivative financial instruments
are disclosed in Note 1 to the Consolidated Financial Statements. The Company
had no derivative financial instruments outstanding at December 31, 2002.

EFFECT OF RECENT PRONOUNCEMENTS

     In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS
No. 143, "Accounting for Asset Retirement Obligations". SFAS No. 143 requires
that the fair value of a liability for an asset retirement obligation be
recognized in the period in which it is incurred if a reasonable estimate of
fair value can be made. The associated asset retirement costs are capitalized as
part of the carrying amount of the long-lived asset. An entity must measure
changes in the liability for an asset retirement obligation due to passage of
time by applying an interest method of allocation to the amount of the liability
at the beginning of the period. The interest rate used to measure the change
shall be the credit-adjustment risk-free rate that existed when the liability
was initially measured. That amount is to be recognized as an increase in the
carrying amount of the liability as an expense classified as an operating item
in the statement of income. SFAS No. 143 is effective for fiscal years beginning
after June 15, 2002. The Company does not expect an impact from adoption of SFAS
143.

     In January 2003, the FASB issued Interpretation 46, Consolidation of
Variable Interest Entities. In general, a variable interest entity is a
corporation, partnership, trust, or any other legal structure used for business
purposes that either (a) does not have equity investors with voting rights or
(b) has equity investors that do not provide sufficient financial resources for
the entity to support its activities. Interpretation 46 requires a variable
interest entity to be consolidated by a company if that company is subject to a
majority of the risk of loss from the variable interest entity's activities or
entitled to receive a majority of the entity's residual returns or both. The
consolidation requirements of Interpretation 46 apply immediately to variable
interest entities created after January 31, 2003. The consolidation requirements
apply to older entities in the first fiscal year or interim period beginning
after June 15, 2003. The Company is currently in the process of evaluating the
impact of the adoption of Interpretation 46.

CHANGE IN NORWEGIAN GAAP ACCOUNTING STANDARD FOR THE IMPAIRMENT OF LONG-LIVED
ASSETS

     Norwegian GAAP introduced a new accounting standard for the impairment of
long lived assets effective January 1, 2003. The new standard differs
significantly from the US GAAP accounting standard. Under Norwegian GAAP, the
nominal value approach is not used. If circumstances indicate that the carrying
value of the assets may not be recoverable, a recoverability test is performed
to calculate the fair value of the assets. The fair value of the assets are
determined through testing, where the higher of, the net sales value of the
assets or the net value in use of the assets, are used in determining fair
value. The value in use is determined by discounting future cash flows through a
net present value calculation. If the carrying value of the assets is not
recoverable, the carrying amount of the assets is written down to its estimated
fair value. Any subsequent reversed changes to the fair value of the assets will
be booked as an adjustment to the book value of the assets by a reversal of
previous impairment loss. The change in Norwegian GAAP Accounting standard will
cause a difference between Norwegian GAAP and US GAAP for financial reporting
periods subsequent to year end December 31, 2002.


                                       66
<PAGE>

                         OCEAN RIG ASA AND SUBSIDIARIES

                  NOTES TO FINANCIAL STATEMENTS - (CONTINUED)


NOTE 28. SUPPLEMENTAL GUARANTOR INFORMATION

     The Senior Secured Notes and 1998 Loans offered by Ocean Rig Norway AS are
fully and unconditionally guaranteed on a joint and several basis by Ocean Rig
ASA, Ocean Rig 1 AS and Ocean Rig 2 AS, and are collateralized by the shares and
assets of Ocean Rig 1 AS and Ocean Rig 2 AS. The 2002 Loans incurred by Ocean
Rig 2 AS are fully and unconditionally guaranteed on a joint and several basis
by Ocean Rig ASA and Ocean Rig Norway AS and are collateralized by the shares
and assets of Ocean Rig 2 AS.

     Presented below is condensed consolidating financial information for: (1)
Ocean Rig Norway AS on a separate company basis; (2) Ocean Rig ASA on a parent
company only basis; (3) the guarantor subsidiaries Ocean Rig 1 AS and Ocean Rig
2 AS, on a combined basis; (4) the non-guarantor subsidiaries, Ocean Rig 3 AS,
Ocean Rig 4 AS and other non-guarantor subsidiaries, on a combined basis; (5)
elimination entries and (6) consolidated Ocean Rig ASA and subsidiaries.

     The financial information for the above-mentioned entities represent actual
statement of operations, balance sheet and statement of cash flow for the year
ended December 31, 2002. The Company has centralized management, accounting and
administrative functions. While certain assets, liabilities and costs are
directly attributable to the subsidiaries, others are of a more general nature
and have been allocated to the subsidiaries based on assumptions and estimates
that our management believes are reasonable under the circumstances. However,
these allocations and estimates are not necessarily indicative of the activity
that would have resulted if any of the entities disclosed had been operated on a
stand alone basis for the periods presented. Certain assets, liabilities, income
and expenses have not been allocated.

     The consolidating financial information has been prepared in accordance
with Norwegian GAAP which differs, in certain respects, from U.S. GAAP.



                                       67
<PAGE>




                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 2000

<TABLE>
<CAPTION>
                                       PARENT    SUBSIDIARY  NON-GUARANTOR ELIMINATION CONSOLIDATED
                              ISSUER  GUARANTOR   GUARANTOR   SUBSIDIARIES   ENTRIES      TOTALS
                              ----------------------------------------------------------------------
                                                                 OCEAN RIG 3 AS
                                                                     AND
                             OCEAN RIG           OCEAN RIG 1     OCEAN RIG 4 AS
                              NORWAY    OCEAN       AS AND         AND OTHER          OCEAN RIG ASA
                                AS     RIG ASA   OCEAN RIG 2      NON-GUARANTOR         AND OTHER
                                                      AS          SUBSIDIARIES         SUBSIDIARIES
                              ----------------------------------------------------------------------
                               NOK       NOK          NOK           NOK       NOK          NOK
                                                        (AMOUNTS IN THOUSANDS)

<S>                            <C>       <C>         <C>           <C>      <C>            <C>
Operating revenues             28,880    28,880            -       71,648   (115,659)      13,749
Operating expenses:
  Salaries and other                -    11,163            -       39,595     (5,279)      45,479
   personnel expenses
  Other operating and
   administrative expense      28,880   119,677       30,009       55,417   (106,732)     127,251
  Depreciation and
   amortization and                 -       917            -        2,903         -         3,821
   asset impairment losses
  Equity in investee losses    69,944   657,287            -            -   (727,231)           -
                              ----------------------------------------------------------------------
TOTAL OPERATING EXPENSES       98,824   789,044       30,009       97,915   (839,242)     176,551
                              ----------------------------------------------------------------------

OPERATING LOSS                (69,944) (760,164)     (30,009)     (26,267)   723,583     (162,802)
                              ----------------------------------------------------------------------
Interest and other financial
 income                         7,528   128,397       10,474        2,956          1      149,356
Interest and other financial
 expenses                    (600,928)  (32,555)     (16,747)        (587)   334,549     (316,268)
                              ----------------------------------------------------------------------
NET FINANCIAL INCOME
(EXPENSE)                     (593,400)  95,842       (6,273)       2,369    334,550     (166,912)
                              ----------------------------------------------------------------------

LOSS BEFORE TAXES             (663,344)(664,322)     (36,282)     (23,898) 1,058,133     (329,714)
                              ----------------------------------------------------------------------

Income taxes                        -         -            -       (2,491)     2,271         (220)
                              ----------------------------------------------------------------------
NET (LOSS) INCOME IN
ACCORDANCE WITH NORWEGIAN
GAAP                          (663,344)(664,322)     (36,282)     (26,389) 1,014,986     (329,934)
                              ----------------------------------------------------------------------
NET (LOSS)  INCOME IN
ACCORDANCE WITH U.S. GAAP     (663,344)(666,225)     (36,282)     (26,389) 1,014,986     (331,827)
                              ======================================================================
</TABLE>


                                       68
<PAGE>

<TABLE>
<CAPTION>

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 2001


                                       PARENT    SUBSIDIARY  NON-GUARANTOR ELIMINATION CONSOLIDATED
                              ISSUER  GUARANTOR   GUARANTOR   SUBSIDIARIES   ENTRIES      TOTALS
                              ----------------------------------------------------------------------
                             OCEAN RIG            OR 1 AS      OR 3 AS, OR 4
                              NORWAY    OCEAN     AND OR 2      AS AND OTHER           OCEAN RIG
                                AS     RIG ASA       AS         NON-GUARANTOR           ASA AND
                                                      AS         SUBSIDIARIES        SUBSIDIARIES
                              ----------------------------------------------------------------------
                               NOK       NOK          NOK           NOK       NOK          NOK
                                                        (AMOUNTS IN THOUSANDS)

<S>                            <C>        <C>                     <C>          <C>          <C>
Operating revenues             75,294     75,294          -       146,073      286,123      10,538
Operating expenses:
 Salaries and
  personnel expenses                -     20,909      6,105        83,271            -     110,285
 Other operating and
  administrative expenses      75,369    141,476    346,007        68,330     (280,184)    350,998
 Depreciation,
  amortization and asset
  impairment write down             -    298,500     12,116       242,578     (298,023)    255,171
 Equity in investee losses    732,802    830,509                            (1,563,311           -
                             --------- --------- ---------- ------------- ------------ -----------
TOTAL OPERATING EXPENSES      808,171  1,291,394    364,228       394,179   (2,141,518)   716,454
                             --------- --------- ---------- ------------- ------------ -----------
OPERATING INCOME (LOSS)      (732,877)(1,216,100)  (364,228)     (248,106)   1,855,395   (705,916)
                             --------- --------- ---------- ------------- ------------ -----------

Interest and other
 financial income                 572     19,760     54,767         1,626           -      76,725
Interest and other
 financial expenses          (405,166)   (72,249)  (166,837)         (585)     454,900   (189,937)
                             --------- --------- ---------- ------------- ------------ -----------
NET FINANCIAL INCOME
(EXPENSE)                    (404,594)   (52,489)  (112,070)        1,041      454,900   (113,212)
                             --------- --------- ---------- ------------- ------------ -----------
LOSS BEFORE TAXES          (1,137,471)(1,268,589)  (476,298)     (247,065)   2,310,295   (819,128)
                             --------- --------- ---------- ------------- ------------ -----------
Income taxes                        -         -          -         (3,332)       3,003       (329)
                             --------- --------- ---------- ------------- ------------ -----------

NET (LOSS) INCOME IN
ACCORDANCE WITH NORWEGIAN
GAAP                       (1,137,471) (1,268,589) (476,298)     (250,397)   2,313,298   (819,457)
                             --------- ---------- ---------- ------------- ------------ -----------
NET (LOSS) INCOME IN       (1,137,471) (1,266,758) (476,298)     (250,397)   2,313,298   (817,626)
ACCORDANCE WITH U.S. GAAP   ========== ========== ========== ============= ============ ===========

</TABLE>


                                       69
<PAGE>


<TABLE>
<CAPTION>
                       CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                       FOR THE YEAR ENDED DECEMBER 31, 2002 AS RESTATED


                                       PARENT    SUBSIDIARY  NON-GUARANTOR ELIMINATION CONSOLIDATED
                              ISSUER  GUARANTOR   GUARANTOR   SUBSIDIARIES   ENTRIES      TOTALS
                              ----------------------------------------------------------------------
                                                                 OCEAN RIG 3 AS
                                                                     AND
                             OCEAN RIG           OCEAN RIG 1     OCEAN RIG 4 AS
                              NORWAY    OCEAN       AS AND         AND OTHER          OCEAN RIG ASA
                                AS     RIG ASA   OCEAN RIG 2      NON-GUARANTOR         AND OTHER
                                                      AS          SUBSIDIARIES         SUBSIDIARIES
                              ----------------------------------------------------------------------
                               NOK       NOK          NOK           NOK       NOK          NOK
                                                        (AMOUNTS IN THOUSANDS)

<S>                            <C>      <C>         <C>          <C>     <C>            <C>
Operating revenues             76,187   76,187      367,319      265,237 (250,599)      534,331
Operating expenses:
  Salaries and other
   personnel expenses               -   20,005       50,558       95,633   (1,861)      164,335
  Other operating and
   administrative expenses     76,178   58,971      295,588      186,722 (228,791)      388,668
  Depreciation and
   amortization and
   asset impairment losses          -    6,646      136,250        1,060   16,630       160,586
  Equity in investee losses   187,041  (42,187)           -            - (144,854)            -
                             --------- ---------  -----------  ---------- ----------  ----------
TOTAL OPERATING EXPENSES      263,219   43,435      482,396      283,415 (358,876)      713,589
                             --------- ---------  -----------  ---------- ----------  ----------

OPERATING LOSS               (187,032) (32,752)    (115,077)     (18,178) 108,277      (179,258)
                             --------- ---------  -----------  ---------- ----------  ----------

Interest and other            798,117   80,011      228,057       13,684 (133,506)      986,363
 financial income
Interest and other           (533,842)(162,182)     (23,175)     (16,835) 434,994      (301,040)
 financial expenses
                             --------- ---------  -----------  ---------- ----------  ----------
NET FINANCIAL INCOME          264,275  (82,171)     204,882       (3,151) 301,488       685,323
 (EXPENSE)                   --------- ---------  -----------  ---------- ----------  ----------

LOSS BEFORE TAXES              77,243  (49,419)      89,805      (21,329) 409,765       506,065
                             --------- ---------  -----------  ---------- ----------  ----------
Income taxes                         -        -           -          950     (972)          -22
                             --------- ---------  -----------  ---------- ----------  ----------

NET (LOSS) INCOME IN
ACCORDANCE WITH NORWEGIAN      77,243  (49,419)      89,805      (20,379) 408,793       506,043
GAAP                         --------- ---------  -----------  ---------- ----------  ----------

NET (LOSS)  INCOME IN
ACCORDANCE WITH U.S. GAAP      77,243  (22,925)      89,805      (20,379) 408,793       532,537
                             ========= =========  ===========  ========== ==========  ==========

</TABLE>


                                       70
<PAGE>


<TABLE>
<CAPTION>

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             AS OF DECEMBER 31, 2001

                                       PARENT    SUBSIDIARY  NON-GUARANTOR ELIMINATION CONSOLIDATED
                              ISSUER  GUARANTOR   GUARANTOR   SUBSIDIARIES   ENTRIES      TOTALS
                              ----------------------------------------------------------------------
                             OCEAN RIG            OR 1 AS      OR 3 AS, OR 4
                              NORWAY    OCEAN     AND OR 2      AS AND OTHER           OCEAN RIG
                                AS     RIG ASA       AS         NON-GUARANTOR           ASA AND
                                                      AS         SUBSIDIARIES        SUBSIDIARIES
                              ----------------------------------------------------------------------
                               NOK       NOK          NOK           NOK       NOK          NOK
                                                        (AMOUNTS IN THOUSANDS)
ASSETS
<S>                            <C>       <C>       <C>             <C>        <C>        <C>
Construction-in-progress             -           -  3,052,131       359,137    555,229    3,966,497
Machinery and equipment              -         311  3,018,298         1,896    585,067    3,605,542
Long term receivables and
 other assets                    56,053     51,772     19,163         4,309          -      131,297
Intercompany loan receivable  5,630,206    267,578    180,319        23,718  (6,101,821)          -
Investment at equity                 -   2,398,049          -             -  (2,398,049)          -
                               --------  ---------- ---------- ------------- ---------- ------------
TOTAL NON-CURRENT ASSETS      5,686,259  2,717,710  6,269,911       389,060  (7,359,604)  7,703,336
                               --------  ---------- ---------- ------------- ---------- ------------

Other current assets                 -       3,091     49,682         8,550          -       61,323
Restricted cash                      -       6,219    245,030         2,245          -      253,494
Cash and cash equivalents           134    133,362     28,420         8,289          -      170,205
                               --------  ---------- ---------- ------------- ---------- ------------
TOTAL CURRENT ASSETS                134    142,672    323,132        19,084          -      485,022
                               --------  ---------- ---------- ------------- ---------- ------------
TOTAL ASSETS                  5,686,393  2,860,382  6,593,043       408,144  (7,359,604)  8,188,358
                               ========  ========== ========== ============= ========== ============

LIABILITIES AND SHAREHOLDERS' EQUITY

Share capital                  2,239,907 1,682,316    256,600         1,113  (2,497,620)  1,682,316
Other equity                    (145,153)  (27,886)  (359,343)     (297,074)  1,950,428   1,120,972
                               -------- ---------- ---------- ------------- ---------- -------------
TOTAL SHAREHOLDERS' EQUITY     2,094,754 1,654,430   (102,743)     (295,961)  (547,192)    2,803,288
                               -------- ---------- ---------- ------------- ---------- ------------

Pension liabilities                   -      1,088          -             -          -        1,088
Intercompany loan payable             -         51  5,712,324       690,399  (6,402,774)          -
Convertible loans                     -  1,052,500          -             -          -    1,052,500
Long-term debt                 3,158,750        -     848,359         1,032      (1,032)  4,007,109
Accumulated losses of
unconsolidated losses in
excess of investment             408,606          -          -             -   (408,606)          -
                               -------- ---------- ---------- ------------- ---------- ------------
TOTAL LONG-TERM LIABILITIES    3,567,356 1,053,639  6,560,683       691,431  (6,812,412)  5,060,697
                               -------- ---------- ---------- ------------- ---------- ------------
Accounts payable                      -      6,334     78,880         4,338          -       89,552
Other current liabilities         24,283   145,979     56,223         8,336          -      234,821
                               -------- ---------- ---------- ------------- ---------- ------------
TOTAL CURRENT LIABILITIES         24,283   152,313    135,103        12,674          -      324,373
                               -------- ---------- ---------- ------------- ---------- ------------

TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY IN
ACCORDANCE WITH NORWEGIAN
GAAP                           5,686,393 2,860,382  6,593,043       408,144  (7,359,604) 8,188,358
                               -------- ---------- ---------- ------------- ---------- ------------
SHAREHOLDERS' EQUITY IN
ACCORDANCE WITH U.S. GAAP      2,094,754 1,654,437   (102,743)     (295,961)   (547,192) 2,803,295
                               ======== ========== ========== ============= ========== ============
</TABLE>


                                       71
<PAGE>

<TABLE>
<CAPTION>
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                       AS OF DECEMBER 31, 2002 AS RESTATED

                                       PARENT    SUBSIDIARY  NON-GUARANTOR ELIMINATION CONSOLIDATED
                              ISSUER  GUARANTOR   GUARANTOR   SUBSIDIARIES   ENTRIES      TOTALS
                              ----------------------------------------------------------------------
                                                                 OCEAN RIG 3 AS
                                                                     AND
                             OCEAN RIG           OCEAN RIG 1     OCEAN RIG 4 AS
                              NORWAY    OCEAN       AS AND         AND OTHER          OCEAN RIG ASA
                                AS     RIG ASA   OCEAN RIG 2      NON-GUARANTOR         AND OTHER
                                                      AS          SUBSIDIARIES         SUBSIDIARIES
                              ----------------------------------------------------------------------
                               NOK       NOK          NOK           NOK       NOK          NOK
                                                        (AMOUNTS IN THOUSANDS)
ASSETS

<S>                           <C>         <C>       <C>              <C>     <C>          <C>
Machinery and equipment             -      78,601    7,354,603        2,399  1,398,798    8,834,401
Long-term receivables and
other assets                     47,305    30,641        8,421        7,553         -        93,920
Intercompany loan receivable  5,931,657    14,093       69,530       22,273 (6,037,553)           -
Investment at equity            174,353 3,965,124            -            - (4,139,477)           -
                              --------- -----------  ------------  -------- -----------  ----------
TOTAL NON-CURRENT ASSETS      6,153,315 4,088,459    7,432,554       32,225 (8,778,232)  8,928,321
                              --------- -----------  ------------  -------- -----------  ----------

Other current assets                -       6,110       80,188       34,454       (442)    120,310
Restricted cash                     -       1,275        3,700        3,652         -        8,627
Cash and cash equivalents         106      83,196       39,060       14,984         -      137,346
                              --------- -----------  ------------  -------- -----------  ----------
TOTAL CURRENT ASSETS              106      90,581      122,948       53,090       (442)    266,283
                              --------- -----------  ------------  -------- -----------  ----------

TOTAL ASSETS                  6,153,421 4,179,040    7,555,502       85,315 (8,778,674)  9,194,604
                              --------- -----------  ------------  -------- -----------  ----------

Share capital                 2,699,651   492,887      504,100        1,105 (3,204,856)    492,887
Other equity                    997,234 2,539,568      252,963     (317,484)   771,549   4,243,830
                              --------- -----------  ------------  -------- -----------  ----------
TOTAL SHAREHOLDERS' EQUITY    3,696,885 3,032,455      757,063     (316,379)(2,433,307)  4,736,717
                              --------- -----------  ------------  -------- -----------  ----------

Pension liabilities                 -         591            -            -         -          591
Intercompany loans payable          -       5,691    5,979,545      359,633 (6,344,869)
Notes and loans, convertible  2,438,100   996,143      667,393           60        (59)  4,101,637
debt
Accumulated losses of
unconsolidated losses in            -         -            -            -         -            -
excess of investment          --------- -----------  ------------  -------- -----------  ----------
TOTAL LONG-TERM  LIABILITIES  2,438,100 1,002,425    6,646,938      359,693 (6,344,928)  4,102,228
                              --------- -----------  ------------  -------- -----------  ----------

COMMITMENTS AND CONTINGENCIES

Accounts payable                    -       5,908       44,306        8,985       -         59,199
Short term loan                     -      84,322          -            -         -         84,322
Other current liabilities        18,436    53,930      107,195       33,016       (439)    212,138
                              --------- -----------  ------------  -------- -----------  ----------
TOTAL CURRENT LIABILITIES        18,436   144,160      151,501       42,001       (439)    355,659
                              --------- -----------  ------------  -------- -----------  ----------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY IN
ACCORDANCE WITH NORWEGIAN
GAAP                          6,153,421 4,179,040    7,555,502       85,315 (8,778,674)  9,194,604
                              --------- -----------  ------------  -------- -----------  ----------
SHAREHOLDERS' EQUITY IN
ACCORDANCE WITH U.S. GAAP     3,696,885 3,058,887      757,063     (316,379)(2,433,307)  4,763,149
                              ========= ===========  ============  ========= ==========  ==========

</TABLE>


                                       72
<PAGE>

<TABLE>
<CAPTION>
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                      FOR THE YEAR ENDED DECEMBER 31, 2000

                                      PARENT    SUBSIDIARY  NON-GUARANTOR ELIMINATION CONSOLIDATED
                              ISSUER  GUARANTOR   GUARANTOR   SUBSIDIARIES   ENTRIES      TOTALS
                              ----------------------------------------------------------------------
                                                                 OCEAN RIG 3 AS
                                                                     AND
                             OCEAN RIG           OCEAN RIG 1     OCEAN RIG 4 AS
                              NORWAY    OCEAN       AS AND         AND OTHER          OCEAN RIG ASA
                                AS     RIG ASA   OCEAN RIG 2      NON-GUARANTOR         AND OTHER
                                                      AS          SUBSIDIARIES         SUBSIDIARIES
                              ----------------------------------------------------------------------
                               NOK       NOK          NOK           NOK       NOK          NOK
                                                        (AMOUNTS IN THOUSANDS)
CASH FLOWS FROM OPERATING
ACTIVITIES:
<S>                          <C>        <C>           <C>          <C>      <C>         <C>
Net loss                     (663,344)  (664,322)     (36,282)     (26,389) 1,060,404   (329,934)
Adjustments to reconcile
net (loss) income to net
cash provided by (used in)
operating activities:
  Equity in investee
   losses                      69,944    657,284            -            -   (727,231)          -
  Depreciation and
   amortization                 8,745      1,341            -        2,903      1,833      14,822
  Asset impairment
    write-down
  Net unrealized foreign
    exchange loss             280,278    (5,603)      (1,785)        (211)        877     273,556
Changes in operating assets
 and liabilities:
   Other current assets            (1)   (3,049)      (3,777)        (210)       (889)       (372)
   Accounts payable                 -    (5,281)      26,159          (42)      1,548      22,384
   Other liabilities               375    4,960          (62)          48     (15,214)     (9,893)
                             --------- ----------  ------------  ----------  ---------  ---------
NET CASH (USED IN) PROVIDED
BY OPERATING ACTIVITIES       (304,003) (14,667)      (8,193)     (23,901)   (321,328)    (29,437)
                             --------- ----------  ------------  ----------  ---------  ---------

CASH FLOWS FROM INVESTING
ACTIVITIES:
Payments related to                  -       -      (921,352)      (1,805)   (309,099) (1,232,256)
building contracts and
machinery and equipment
   Change in restricted
    cash                         1,371  (10,503)     484,570         (220)         -      475,218
   Net change in
   long-term receivables      (396,470)(789,553)     449,118       49,122     687,772         (11)
    and intercompany
    balances
                             --------- ----------  ------------  ----------  ---------  ---------
NET CASH PROVIDED BY (USED
IN) INVESTING ACTIVITIES     (395,099) (800,056)      12,336       47,097     378,673    (757,049)
                             --------- ----------  ------------  ----------  ---------  ---------

CASH FLOWS FROM FINANCING
    ACTIVITIES:
   Proceeds from the
   issuance common shares      700,000  337,528            -            -    (700,000)     337,528
   Net proceeds from
   issuance of long term
   debt                              -   480,171           -            -           -      480,171
                             --------- ----------  ------------  ----------  ---------  ----------
NET CASH PROVIDED BY
FINANCING ACTIVITIES           700,000   817,699           -            -    (700,000)     817,699
                             --------- ----------  ------------  ----------  ---------  ----------
Effect of exchange rate
changes in cash                     72     4,772        1,785           73         -       6,702
                             --------- ----------  ------------  ----------  ---------  ----------

NET INCREASE IN CASH DURING
THE YEAR                           970     7,748        5,928       23,269         -      37,915

CASH AND CASH EQUIVALENTS
AT BEGINNING OF YEAR             2,487   534,147       19,483       19,686         -     578,803
                             --------------------------------------------------------------------
CASH AND CASH EQUIVALENTS
AT END OF YEAR                   3,457   541,895       25,411       42,955         -     613,718
                             --------------------------------------------------------------------

</TABLE>

                                       73
<PAGE>

<TABLE>
<CAPTION>
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                      FOR THE YEAR ENDED DECEMBER 31, 2001

                                      PARENT    SUBSIDIARY  NON-GUARANTOR ELIMINATION CONSOLIDATED
                              ISSUER  GUARANTOR   GUARANTOR   SUBSIDIARIES   ENTRIES      TOTALS
                              ----------------------------------------------------------------------
                                                                 OCEAN RIG 3 AS
                                                                     AND
                             OCEAN RIG           OCEAN RIG 1     OCEAN RIG 4 AS
                              NORWAY    OCEAN       AS AND         AND OTHER          OCEAN RIG ASA
                                AS     RIG ASA   OCEAN RIG 2      NON-GUARANTOR             AND
                                                      AS          SUBSIDIARIES         SUBSIDIARIES
                              ----------------------------------------------------------------------
                               NOK       NOK          NOK           NOK       NOK          NOK
                                                        (AMOUNTS IN THOUSANDS)

CASH FLOWS FROM OPERATING
ACTIVITIES:
<S>                          <C>        <C>          <C>          <C>       <C>         <C>
Net loss                     (1,137,471 (1,268,589)  (476,298)    (250,397) 2,313,298   (819,457)
Adjustments to reconcile
net (loss) income to net
cash provided by (used in)
operating activities:
  Equity in investee            732,802    830,509          -            - (1,563,311)         -
   losses
  Depreciation and                8,746    302,422     31,279      242,578   (298,023)   287,002
   amortization
  Asset impairment                    -          -          -            -          -          -
   write-down
  Net unrealized foreign
   exchange loss                 78,399      (423)    (24,134)         160      2,700     56,702
  Changes in operating assets
   and liabilities:
    Other current assets              -     1,813     (49,675)        8,925   (5,632)    (44,569)
    Accounts payable                  -      (995)     44,287         1,193    5,633      50,118
    Other liabilities            (4,579)  112,395     (38,431)         (370)  (7,705)     61,310
                             -----------  ---------  ------------  --------- ---------  ---------
NET CASH (USED IN) PROVIDED
BY OPERATING ACTIVITIES        (322,103)  (22,868)   (512,972)        2,089   446,960   (408,894)
                             -----------  ---------  ------------  --------- ---------  ---------

CASH FLOWS FROM INVESTING
ACTIVITIES:
   Payments related to
    building contracts and           -         94  (1,122,641)          300 (441,751) (1,563,998)
    machinery and equipment
   Change in restricted            254      5,434    (222,212)       (1,011)       -    (217,535)
    cash
   Investment in
    subsidiaries              (513,000)(1,512,094)          -            -  2,025,094          -
   Net change in
   long-term receivables      (680,240)   145,854     562,951       (36,373     3,549     (4,259)
    and intercompany
    balances
                             -----------  ---------  ------------  --------- ---------  ---------
NET CASH PROVIDED BY (USED
IN) INVESTING ACTIVITIES     (1,192,986)(1,360,712)  (781,902)     (37,084) 1,586,892 (1,785,792)
                             -----------  ---------  ------------  --------- ---------  ---------

CASH FLOWS FROM FINANCING
ACTIVITIES:
   Proceeds from the
    issuance common shares    1,511,765   444,711     513,000          329 (2,025,094)   444,711
   Net proceeds from
    issuance of long term
    debt                              -   521,344     794,110            -          -  1,315,454
                             -----------  ---------  ------------  --------- ---------  ---------
NET CASH PROVIDED BY
FINANCING ACTIVITIES          1,511,765   966,055   1,307,110          329 (2,025,094) 1,760,165
                             -----------  ---------  ------------  --------- ---------  ---------

Effect of exchange rate
changes in cash                       1       234      (9,227)           -         -     (8,992)
                             -----------  ---------  ------------  --------- ---------  ---------

NET INCREASE IN CASH DURING
THE YEAR                         (3,323) (417,291)      3,009      (34,666)     8,758  (443,513)

CASH AND CASH EQUIVALENTS
AT BEGINNING OF YEAR              3,457   541,895      25,411       42,955         -     613,718
                             -----------  ---------  ------------  --------- ---------  ---------
CASH AND CASH EQUIVALENTS
AT  END OF YEAR                     134   124,604      28,420        8,289      8,758    170,205
                             -----------  ---------  ------------  --------- ---------  ---------
</TABLE>


                                       74
<PAGE>


<TABLE>
<CAPTION>
                           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                          FOR THE YEAR ENDED DECEMBER 31, 2002 AS RESTATED

                                      PARENT    SUBSIDIARY  NON-GUARANTOR ELIMINATION CONSOLIDATED
                              ISSUER  GUARANTOR   GUARANTOR   SUBSIDIARIES   ENTRIES      TOTALS
                              ----------------------------------------------------------------------
                                                                 OCEAN RIG 3 AS
                                                                     AND
                             OCEAN RIG           OCEAN RIG 1     OCEAN RIG 4 AS
                              NORWAY    OCEAN       AS AND         AND OTHER          OCEAN RIG ASA
                                AS     RIG ASA   OCEAN RIG 2      NON-GUARANTOR             AND
                                                      AS          SUBSIDIARIES         SUBSIDIARIES
                              ----------------------------------------------------------------------
                               NOK       NOK          NOK           NOK       NOK          NOK
                                                        (AMOUNTS IN THOUSANDS)

CASH FLOWS FROM OPERATING
ACTIVITIES:
<S>                           <C>     <C>            <C>        <C>        <C>         <C>
Net income/(loss)             77,243  (49,419)       89,805     (21,329)   409,743     506,043
Adjustments to reconcile
net (loss) income to net
cash provided by (used in)
operating activities:
   Equity in investee        187,041  (42,187)            -            -  (144,854)           -
    losses
   Depreciation and            8,748    86,275      204,428        1,060    16,630     317,141
    amortization
   Gain/loss from sale             -         -            -      (18,007)   20,258       2,251
    of assets
   Net unrealized foreign   (720,646)     (756)    (480,071)         730   282,415   (918,328)
    exchange gain/loss
Changes in operating assets
  and liabilities:
   Other current assets            -    (3,019)     (25,090)     (29,933)     (945)   (58,987)
   Accounts payable                -      (426)     (34,574)       4,647         -    (30,353)
   Other liabilities         (5,847)  (92,545)       20,391       24,637    94,880      41,516
                             -------- ----------  -----------  ---------- ---------  -----------
NET CASH (USED IN) PROVIDED
BY OPERATING ACTIVITIES      (453,461) (102,077)    (225,111)     (38,195)   678,127   (140,717)
                             --------- ---------  -----------  ---------- ---------- ------------

CASH FLOWS FROM INVESTING
ACTIVITIES:
  Payments related to
  building contracts              -     (78,572)  (1,448,848)       1,735   (376,999) (1,906,154)
   and machinery and equipment
  Change in restricted            -       4,944      241,329        1,406         -      244,867
   cash
  Sale of fixed assets                                            377,313         17     377,330

  Net change in
   long-term receivables
   and intercompany        (1,071,451)(1,275,377)    685,729     (329,277) 1,993,743       3,367
    balances
                             --------- ---------  -----------  ---------- ---------- ------------
NET CASH PROVIDED BY (USED
IN) INVESTING ACTIVITIES    (1,071,451(1,349,005)   (521,790)      44,895  1,616,761  (1,280,590)
                             --------- ---------  -----------  ---------- ---------- ------------

CASH FLOWS FROM FINANCING
ACTIVITIES:
   Proceeds from the
   issuance common shares    1,524,888   831,484      770,000           - (2,294,888)    831,484
                             ---------- --------- -----------  ---------- ----------- -----------
   Proceeds from issuance
   of long term debt                 -   578,453     (12,355)           -         -     566,098
                             ----------  -------- -----------  ---------- ----------  -----------
NET CASH PROVIDED BY
FINANCING ACTIVITIES                 - 1,409,937     757,645            - (2,294,888)  1,397,582
                             ---------- --------- ------------ ---------- ----------- ------------

Effect of exchange rate
changes in cash                    (4)    (9,021)       (105)         (4)         -       (9,134)
                             ---------- --------- ------------ ---------- ----------- ------------

NET INCREASE IN CASH DURING
THE YEAR                          (28)   (50,166)     10,639       6,696          -      (32,859)

CASH AND CASH EQUIVALENTS
AT BEGINNING OF YEAR              134    133,362      28,421       8,288          -      170,205
                             ---------- --------- ------------ ---------- ----------- ------------
CASH AND CASH EQUIVALENTS
AT END OF YEAR                    106     83,196      39,060      14,984          -      137,346
                             ---------- --------- ------------ ---------- ----------- ------------

</TABLE>

                                       75
<PAGE>


NOTE 29. EXPLANATORY NOTE


     The financial statements have been restated to correct an unintentional
error in the company's 2002 financial accounts. Instead of Norwegian kroner,
Canadian dollars were used as the functional currency of the Canadian branch of
Ocean Rig 2 AS, effecting the currency translation of the historical cost of
approximately one third of the book value of the drilling rig "Eirik Raude"
under both Norwegian and US GAAP. As a further consequence of the application of
a different functional currency of the branch, the interest and other financial
expenses for 2002 was reduced by a reversal of a recorded unrealized currency
expense.

     The table below shows the effect of the correction of the unintentional
error on the total assets, total shareholders equity, net income and on basic-
and diluted earnings per share under Norwegian GAAP:


<TABLE>
<CAPTION>
                                            YEAR ENDED DECEMBER 31, 2002
                              ------------------ -------------------- -----------------

                                                      EFFECT OF
                                  REPORTED            ADJUSTMENT           RESTATED
                              ------------------ -------------------- -----------------
                                     NOK                 NOK                NOK
                                   AMOUNTS IN THOUSANDS, EXCEPT PER-SHARE DATA

<S>                                   <C>                    <C>             <C>
Total Assets                          8,915,927              278,677         9,194,604
Total shareholder's equity            4,458,040                              4,736,717

Net income                              209,128              296,915           506,043
Basic earnings per share                   1.10                 1.55              2.65
Diluted earnings per share                 0.79                 1.07              1.86

</TABLE>




                                       76
<PAGE>


ITEM 19. EXHIBITS

<TABLE>
<CAPTION>
   EXHIBIT                                                                              PAGE
   NUMBER                                                                              NUMBER
               DESCRIPTION

<S>  <C>                                                                             <C>
     1.1* Articles of association of the Company (incorporated by reference --
          to Exhibits 3.1, 3.2, 3.3 and 3.4 to our registration statement on
          Form F-4 (Registration Statement No. 333-9110)).

     2.1* Undertaking to furnish a copy of the instruments relating to our 78
          (1) 13% subordinated convertible bonds due 2005 and (2) 11%
          subordinated convertible bonds due 2005.

     2.2* Indenture, dated May 27, 1998, among Ocean Rig Norway AS, Ocean Rig --
          ASA, Ocean Rig 1 AS, Ocean Rig 2 AS and the Chase Manhattan Bank
          (incorporated by reference to Exhibit 4.1 to our registration
          statement on Form F-4).

     2.3* Form of Note for 10 1/4% senior secured notes due 2008 (incorporated
          -- by reference to Exhibit 4.1 to our registration statement on Form
          F-4).

     8.1* Significant subsidiaries (please see Item 4, "Information on our --
          Company--Organizational Structure" of this Form 20-F).


     12.1 Certification of Chief Executive Officer Pursuant to Section 302 of 79
          the Sarbanes-Oxley Act of 2002

     12.2 Certification of Senior Vice-President, Accounting Pursuant to
          Section 302 of the Sarbanes-Oxley Act of 2002                           80

     13.1 Certification of Chief Executive Officer Pursuant to Section 906 of
          the Sarbanes-Oxley Act of 2002                                          81

     13.2 Certification of Senior Vice-President, Accounting Pursuant to          82
          Section 906 of the Sarbanes-Oxley Act of 2002

</TABLE>

     * Previously filed as an exhibit to, or incorporated by reference as
indicated in, our annual report on Form 20-F for the year ended December 31,
2002 filed onJune 30, 2003.


                                    SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant certifies that it meets all of the requirements for filing
on Form 20-F/A and has duly caused this amendment no. 1 to our annual report to
be signed on its behalf by the undersigned, thereunto duly authorized.

                                        Ocean Rig ASA



                                        KAI SOLBERG-HANSEN
                                       --------------------------
                                       /s/ KAI SOLBERG-HANSEN
                                       Kai Solberg-Hansen
                                       CEO

                                       MARCH 30, 2004
                                       ------------------------------------
                                       Date


                                       77