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                                                                   EXHIBIT 10.19


                             NABORS INDUSTRIES, INC.
                            1998 EMPLOYEE STOCK PLAN

  1. Purpose.

     (a) General. The purposes of the 1998 Employee Stock Plan (the "Plan") are
         (i) to provide incentives for employees of Nabors Industries, Inc.
         ("Nabors" or the "Company") and its affiliates (collectively, the
         "Company") by encouraging their ownership of the Company's Common
         Stock, $.10 par value, (the "Common Stock"), and (ii) to aid the
         Company in (A) retaining such employees upon whose efforts the
         Company's success and future growth depends and (B) attracting other
         such employees.

     (b) Effective Date. The Plan shall be effective on January 9, 1998. The
         Plan shall remain effective until January 8, 2008, or such earlier date
         as the Board shall determine.

  2. Administration.

     (a) General. The Plan shall be administered by an independent committee
         (the "Committee") appointed by the Company's Board of Directors (the
         "Board"), as hereinafter provided.

     (b) Committee Structure and Authority. The Committee shall be appointed
         from time to time by the Board and shall consist of not fewer than two
         members. No member of the Committee shall be eligible to participate in
         the Plan while serving as a member of the Committee. All members of the
         Committee shall be "disinterested persons" as defined by Rule 16b-3 of
         the Securities Exchange Act of 1934, as amended (the "34 Act") or any
         successor thereto and "outside directors" as defined in Section 162(m)
         of the Internal Revenue Code of 1986, as amended ("IRC") and the
         regulations issued thereunder. The Board shall designate one of the
         members of the Committee as the Committee Chairman. The Committee shall
         hold its meetings at such times and places as it may determine. A
         majority of its members shall constitute a quorum. All determinations
         of the Committee shall be made by a majority of its members. Any
         decision or determination reduced to writing and signed by all members
         shall be effective as if made by a majority vote at a meeting duly
         called and held. The Committee may appoint a secretary (who need not be
         a member of the Committee). Service on the Committee shall constitute
         service as a director of Nabors for all purposes.

     (c) Committee Discretion. For purposes of administration, the Committee,
         subject to the terms of the Plan, shall have final authority to
         establish such rules and regulations, and take such other
         administrative actions as it deems necessary or advisable. All
         determinations and interpretations made by the Committee shall be
         final, conclusive and binding on all persons, including persons awarded
         shares of stock hereunder ("Awardees"), options ("Optionees") or stock
         appreciation rights ("SARs") ("SAR Holders") hereunder and their legal
         representatives and beneficiaries.

     (d) Committee Liability. No member of the Committee shall be liable for any
         act or omission with respect to his services on the Committee, if he
         acts in good faith and in a manner he reasonably believes to be in or
         not opposed to the best interests of the Company.



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  3. Eligibility.

     The persons who shall be eligible to participate in the Plan shall be those
     persons who are employees and consultants of the Company or any subsidiary
     ("Covered Persons") who are in a position, in the opinion of the Committee,
     to make contributions to the growth and financial success of the Company
     and its subsidiaries. From the Covered Person eligible to participate in
     the Plan, the Committee may, from time to time, select persons to be
     granted options and shares ("Participants") and shall determine the terms
     and conditions with respect thereto. Non-Employee Directors of the Company
     will not be eligible to participate in the Plan.

  4. Stock Subject to the Plan.

     (a) Stock Authorized. There shall be available for the grant of options
         under the Plan a total of 17,500,000 Shares of Common Stock.

     (b) Adjustment of Shares. The amount of shares that are subject to option
         or SAR grants and share awards are subject to the following
         adjustments.

            (i)   If any change is made in the Common Stock whether through
                  merger, consolidation, reorganization, recapitalization, stock
                  dividend, stock split, combination of shares, rights
                  offerings, change in corporate structure of the Company, or
                  otherwise, appropriate adjustments will be made (A) to the
                  number or type of securities subject to and reserved for
                  issuance under the Plan; and (B) in order to prevent dilution
                  or enlargement of the rights of Awardees or Optionees, to the
                  number or type of stock awards, option or SAR grants and the
                  exercise price subject to outstanding options or SARs.

            (ii)  The provisions of this paragraph (e) shall apply to stock,
                  options, or SARs authorized but not awarded or granted under
                  the Plan as well as any unvested stock awarded or unexercised
                  options.

     (c) Registration, Listing and Qualification of Shares of Common Stock. Each
         stock award or option grant shall be subject to the requirements that
         if at any time the Common Stock covered thereby is not registered,
         listed or qualified with or by any securities exchange or under any
         federal or state law, and (i) if the Committee shall determine that
         such registration, listing, qualification, consent or approval, of any
         governmental regulatory body is necessary or desirable as a condition
         of, or in connection with, the stock award or option grant or the
         purchase of shares of Common Stock thereunder, no such share shall vest
         or option may be exercised, unless and, until such registration,
         listing, qualification, consent or approval shall have been obtained or
         (ii) if the Board shall determine that such registration, listing,
         qualification, consent or approval of any governmental regulatory body
         is not necessary and/or not desirable as a condition of, or in
         connection with, the vesting of such stock award or option grant or the
         purchase of shares of Common Stock thereunder, the Board may impose any
         conditions upon the vesting of such stock awards and the exercise of
         such options, as it shall deem necessary or desirable in view of such
         determination and no such award may vest or option may be exercised,
         unless and until such conditions have been satisfied. Without limiting
         the foregoing, the Company may require that any person receiving a
         stock award or exercising an option grant, shall make such
         representations and agreements and furnished such information as it
         deems appropriate to assure compliance with the foregoing or any other
         applicable legal requirement.




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     (d) Release of Shares. If any shares of Common Stock that have been awarded
         or granted cease to be subject to an award or grant, if any shares of
         Common Stock that are subject to any award or grant are forfeited, if
         any award or grant otherwise terminates without issuance of shares of
         Common Stock being made to the Awardee or Optionee, or if any shares of
         Common Stock that were previously issued under the Plan are received in
         connection with the vesting of a stock award or the exercise of an
         option, such shares may again be available for distribution in
         connection with stock awards or option grants under the Plan.

     (e) Stockholders Rights. Neither an Awardee or an Optionee nor their
         respective legal representatives, legatees or distributees, as the case
         may be, shall have any of the rights or privileges of a stockholder of
         the Company by virtue of an award of stock, or grant of an option or
         SAR, except with respect to any shares of Common Stock actually issued
         or transferred of record and delivered to one of the aforementioned
         persons.

  5. Stock Awards and Option Grants.

     (a) General. The Committee shall have the authority to award stock and
         grant options under the Plan.

     (b) Terms and Conditions of Stock or Options. Awards of stock and grants of
         options under this Plan shall be evidenced by an Agreement, which shall
         embody the terms and conditions of such Awards and Grants and which
         shall be subject to the terms and conditions set forth in the Plan. The
         Committee shall, in its discretion, prescribe the terms and conditions
         of the Awards and Grants hereunder, which terms and conditions need not
         be the same in each case, subject to the following:

            (i)   Number of Shares. Each Share Award and Option Grant shall
                  state the number of shares of Common Stock to which it
                  pertains. Option Grants may include the grant of additional
                  options that are contingent upon the exercise of previously
                  granted options.

            (ii)  Option Exercise Price. The option exercise price shall be set
                  by the Committee, but in the case of non-qualified stock
                  options ("NQSOs") shall be no less than 100% of the Fair
                  Market Value per Share of Common Stock on the date of the
                  grant of the option. The Committee shall have the power to
                  enter into an amendatory agreement with an Optionee reducing
                  the option price of an existing option where the option price
                  is in excess of the fair market value of a share of Common
                  Stock. The new exercise price will be no less that 100% of the
                  fair market value of a share of Common Stock on the date such
                  exercise price is reduced. As determined by the Committee, on
                  the date of the grant, an Optionee may reduce the option
                  exercise price by paying the Company in cash, shares, options,
                  or the equivalent, an amount equal to the difference between
                  the exercise price and the reduced exercise price of the
                  option. The option price is to be paid, upon exercise, in cash
                  or, in the discretion of the Committee, in options or shares
                  of the Company to be valued at fair market value at the time
                  of exercise.

            (iii) Fair Market Value. For purposes of the Plan, the Fair Market
                  Value per share of Common Stock shall be the last sale on the
                  date of reference, or, in the case no sale takes place on such
                  date, the average of the closing high bid and low asked
                  prices, in either case on the principal national securities
                  exchange on which the Common Stock is listed or admitted to
                  trading or, if the Common Stock is not listed or admitted to
                  trading on any national securities exchange, 



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                  the last sale price reported on the National Market System of
                  the National Association of Securities Dealers Automated
                  Quotation System ("NASDAQ") on such date, or the average of
                  the closing high bid and low asked prices of the Common Stock
                  in the over-the-counter market reported on NASDAQ on such
                  date, whichever is applicable or, if there are not such prices
                  reported on NASDAQ on such date, then as furnished to the
                  Committee by any New York Stock Exchange member selected from
                  time to time by the Committee for such purpose. If there is no
                  bid or asked price reported on any such date, the market value
                  shall be determined by any other appropriate method selected
                  by the Committee.

            (iv)  Option Period. The Committee may specify a period for exercise
                  of an option (the "Option Period") which period shall in no
                  event be more than ten years from the date of grant. Options
                  may, in the discretion of the Committee, be exercisable in
                  installments during the Option Period. Any shares of Common
                  Stock not purchased on any applicable installment date may be
                  purchased thereafter at any time before the expiration date of
                  the Option Period.

            (v)   Exercise of Options. In order to exercise an option, the
                  Optionee shall deliver to Nabors written notice specifying the
                  number of shares of Common Stock to be purchased, together
                  with a certified or bank cashier's check payable to the order
                  of Nabors in the full amount of the purchase price therefor;
                  provided, however, that the Committee may, in its discretion,
                  allow such payments to be made in whole or in part in Common
                  Stock delivered, or options surrendered, by the Optionee
                  valued at the Fair Market Value of such Common Stock.

                  If the Optionee so requests, shares of Common Stock purchased
                  upon exercise of an option may be issued in the name of the
                  Optionee or another person. An Optionee shall not have any of
                  the rights of a stockholder until the shares of Common Stock
                  are issued to him. An option may not be exercised for less
                  than the lesser of (A) ten shares of Common Stock, or (B) the
                  number of shares of Common Stock remaining subject to such
                  option.

            (vi)  Performance Goal for Stock Awards. The Committee shall
                  establish Performance Goals for stock awards in writing not
                  later than the date required for compliance under IRC Section
                  162(m) and the vesting of such stock shall be contingent upon
                  the attainment of such Performance Goals. Such Performance
                  Goals shall be based upon the following business criteria: (a)
                  income before federal taxes and net interest expense; (b)
                  achievement of specific and measurable operational objectives
                  in the areas of rig operating costs, accident records, and
                  employee turnover; (c) working capital, generally defined to
                  include receivables, inventories and controllable current
                  liabilities, measured either in absolute dollars or relative
                  to sales; (d) earnings growth, revenues, expenses, stock
                  price, market share, return on assets, equity or investment,
                  regulatory compliance, satisfactory internal or external
                  audits, improvement of financial ratings, or achievement of
                  balance sheet, income statement or cash flow objectives,
                  and/or (e) Performance Goals based upon a percentage of cash
                  flow in excess of a percentage of stockholders' equity. The
                  Committee shall designate in writing (A) those individuals
                  from among the class of Covered Persons who are eligible to
                  receive stock awards upon the attainment of the Performance
                  Goals (i.e., the Participants), and (B) the maximum number of
                  shares available for stock awards to any Participant, subject
                  to the limitations described in Section 4(d) above. Stock
                  awards shall vest over a period determined by the Committee
                  which period shall expire no later than January 9, 2008.



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             (vii)Effect of Termination of Employment. Unless otherwise
                  determined by the Committee in its discretion, an option may
                  not be exercised after the Optionee has ceased to be in the
                  employ of the Company whether such Optionee's employment is
                  terminated by voluntary resignation of the Optionee or by
                  action of the Company with cause, without cause, or by reason
                  of death or disability (as defined in Section 22 (e) (3) of
                  the Internal Revenue Code of 1986, as amended). Unless
                  otherwise determined by the Committee, awards of Common Stock
                  which have not vested on and as of the date of termination
                  shall be forfeited. The Committee, in its discretion, however,
                  may in all cases extend the period of vesting or the time to
                  exercise an option following termination of employment, but
                  not beyond the Option Period.

           (viii) Nontransferability of Stock or Options. Except as otherwise
                  determined by the Committee in its discretion, (A) options
                  shall be exercisable only by the Optionee and (B) no option
                  shall be transferable other than by will or the laws of
                  descent and distribution or pursuant to a qualified domestic
                  relations order as defined by the IRC or Title I of the
                  Employee Retirement Income Security Act, or the rules
                  thereunder. The designation of a beneficiary by an employee
                  shall not constitute a transfer.

           (ix)   Wrongful Conduct. If the Board of Directors of the Company or
                  any committee of the Board of Directors, prior to or following
                  the date an Optionee ceases for any reason whatsoever to be an
                  employee or consultant of the Employer and after full
                  consideration of the facts, find by majority vote that
                  Optionee has engaged in fraud, embezzlement, theft, commission
                  of a felony, dishonesty, or any other conduct inimical to the
                  Company, Optionee shall forfeit all unexercised options,
                  whether or not vested. The decision of the Board of Directors
                  of the Company of such committee shall be final.

           (x)    Other Terms and Conditions. The Committee may impose such
                  other terms and conditions, not inconsistent with the terms
                  hereof, on the grant or exercise of options, or on the award
                  of stock, as it deems advisable.

     (c) Provisions Applicable to Incentive Stock Options. The Committee may, in
         its discretion, grant options under the Plan which constitute incentive
         stock options ("ISOs") within the meaning of Section 422A(b) of the
         IRC, provided, however, that the price at which each share of Common
         Stock subject to an option issued pursuant to this paragraph (c) may be
         purchased shall, subject to any adjustments which may be made pursuant
         to Section 4(e) hereof, in no event be less than 100% of the Fair
         Market Value per share of Common Stock on the date of grant; and
         provided further that in the event the Optionee owns on the date of
         grant, securities possessing more than 10% of the total combined voting
         power of all classes of securities of the Company or of any subsidiary
         of the Company, the price per share shall not be less than 110% of the
         fair market value per share of Common Stock on the date of the grant
         and such option shall not be exercisable after the expiration of five
         (5) years from the date such option is granted.

  6. Stock Appreciation Rights.

     (a) General. The Committee shall have authority to grant SAR under the
         Plan. A SAR shall entitle the SAR Holder to surrender to the Company
         the SAR and to be paid therefor in shares of the Common Stock, cash or
         a combination thereof as herein provided, the amount described in this
         Section 6.



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     (b) Grant. SAR's may be granted in conjunction with all or part of any
         option granted under the Plan in which case the exercise of the SAR
         shall require the cancellation of a corresponding portion of the option
         and the exercise of the option will result in the cancellation of a
         corresponding portion of the SAR. In the case of a NQSO, such rights
         may be granted either at or after the time of grant of such option. In
         the case of an ISO, such rights may be granted only at the time of
         grant of such option. A SAR may also be granted on a stand alone basis.
         The grant of a SAR shall occur as of the date the Committee determines.
         Each SAR granted under this Plan shall be evidenced by an Agreement,
         which shall embody the terms and conditions of such SAR and which shall
         be subject to the terms and conditions set forth in the Plan.

     (c) Terms and Conditions. SAR shall be subject to such terms and conditions
         as shall be determined by the Committee, including the following:

             (i)  Period and Exercise. The term of a SAR shall be established by
                  the Committee. If granted in conjunction with an option, the
                  SAR shall have a term which is the same as the Option Period
                  and shall be exercisable only at such time or times and to the
                  extent the related options would be exercisable in accordance
                  with the provisions of Section 5. A SAR which is granted on a
                  stand alone basis shall be for such period and shall be
                  exercisable at such times and to the extent provided in an
                  Agreement.

             (ii) Exercise Price. The exercise price of a SAR shall in no event
                  be less than 100% of the Fair Market Value per share of Common
                  Stock on the date of grant.

             (iii)Amount. Upon the exercise of a SAR, the SAR Holder shall be
                  entitled to receive an amount in cash, shares of Common Stock
                  or both as determined by the Committee or as otherwise
                  permitted in an Agreement equal in value to the excess of the
                  Fair Market Value per Share of Common Stock over the Option
                  Price per Share of Common Stock specified in the related
                  Agreement multiplied by the number of shares in respect of
                  which the SAR is exercised. In the case of a SAR granted on a
                  stand alone basis, the Agreement shall specify the value to be
                  used in lieu of the Option Price per Share of Common Stock.
                  The aggregate Fair Market Value per Share of the Common Stock
                  shall be determined as of the date of exercise of such SAR.

             (iv) Non-transferability of Stock Appreciation Rights. SAR shall be
                  transferable only when and to the extent that a stock option
                  would be transferable under the Plan unless otherwise provided
                  in an Agreement.

             (v)  Termination. A SAR shall terminate at such time as an option
                  would terminate under the Plan, unless otherwise provided in
                  an Agreement.

             (vi) Incentive Stock Option. A SAR granted in tandem with an ISO
                  shall not be exercisable unless the fair market value of the
                  Common Stock on the date of exercise exceeds the Option Price.
                  In no event shall any amount paid pursuant to the SAR exceed
                  the difference between the Fair Market Value on the date of
                  exercise and the Option Price.

             (vii)Limitation on SARs. No Participant shall be granted SARs
                  exceeding the limitation provided in Section 4(c), subject to
                  the adjustment provided in Section 4(e).




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7.   Change in Control/Extraordinary Transaction. The Committee, in its
     discretion, shall have the authority to make provisions in its award and
     grant agreements to address vesting and other issues arising in connection
     with a change in control.

8.   Amendments and Termination. Either the Board or the Committee may amend or
     terminate the Plan at any time, but no amendment or termination shall be
     made which would impair the rights of the Optionee, Awardee, or SAR Holder
     without his or her consent. Any amendment made by the Committee shall be
     subject to approval or rejection of the Board. The Committee may amend the
     terms of any Grant or Award, prospectively or retroactively, except that no
     such amendment shall impair the rights of the Optionee, Awardee, or SAR
     Holder. The Committee may also substitute new stock options or SARs for
     previously granted stock options or SARs, including previously granted
     stock options or SARs having higher option prices, but no such substitution
     shall be made which would impair the rights of the Optionee or SAR Holder
     under such stock option or SAR theretofore granted without the Optionee's
     or SAR Holder's consent. Neither the Board nor the Committee shall, without
     approval of a majority of the votes cast by the stockholders of Nabors at a
     meeting of stockholders at which a proposal to amend the Plan is voted upon
     (i) increase the maximum number of shares of Common Stock which may be
     awarded or granted under the Plan in the aggregate or to any individual;
     (ii) extend the period during which stock, options, or SARs may be granted
     or options or SARs may be exercised; (iii) amend the class of Covered
     Persons eligible to receive stock awards, option, or SAR grants; or (iv)
     alter the Performance Goals. Subject to the above provisions, the Board
     shall have authority to amend the Plan to make changes that are consistent
     with the purpose of the Plan or to take into account changes in law and tax
     and accounting rules, as well as other developments and to make Awards and
     Grants which qualify for beneficial treatment under such rules without
     shareholder approval.

9.   Miscellaneous.

     (a) Other Actions. Nothing contained in the Plan shall be construed to
         limit the authority of the Company to exercise its corporate rights and
         powers, including but not limited to, the right of the Company to award
         stock or grant options for proper corporate purposes other than under
         the Plan to any employee or other person, firm, corporation or
         association.

     (b) Governing Laws. The Plan and all rights and obligations thereunder
         shall be construed in accordance with and governed by the laws of the
         State of Delaware.

     (c) Approval. The Plan shall become effective on January 9, 1998.

     (d) Withholding of Taxes. No stock may be awarded or option or SAR may be
         exercised, unless the Awardee, Optionee or SAR Holder has paid, or has
         made provision, satisfactory to the Committee for payment of federal,
         state and local income taxes, or any other taxes (other than stock
         transfer taxes), which the Company may be obligated to withhold. The
         Committee may authorize that shares of Common Stock or options be
         applied toward the payment of withholding taxes.

     (e) Awards and Grants in Substitution for Awards Granted by Other
         Corporations. Awards may be granted under the Plan from time to time in
         substitution for awards held by employees, directors or service
         providers of other corporations who are about to become employees of
         the Company or an affiliate as the result of a merger or consolidation
         of the employing corporation with the Company or an affiliate, or the
         acquisition by the Company or an affiliate of the assets of the
         employing corporation, or the acquisition by the Company or affiliate
         of the stock of the employing corporation, 



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         as the result of which it becomes a designated employer under the Plan.
         The terms and conditions of the stock awards and option grants so
         granted may vary from the terms and conditions set forth in this Plan
         at the time of such grant as the majority of the members of the
         Committee may deem appropriate to conform, in whole or in part, to the
         provisions of the stock awards and option grants in substitution for
         which they are made.

     (f) Continuance of Employment. Nothing in the Plan or in any Award or Grant
         pursuant to the Plan shall confer on any Covered Person any right to
         continue in the employ of the Company or interfere in any way with the
         right of the Company to terminate his employment at any time.

     (g) Loans or Installment Payments. The Committee may, in its discretion,
         assist any Awardee or Optionee in the award of stock or exercise of
         options including satisfaction of any federal, state and local income
         and employment tax obligations arising therefrom, by authorizing the
         extension of a loan from the Company to such Awardee or Optionee. The
         terms of any loan and the method of payment (including the interest
         rate and terms of repayment) shall be upon such terms as the Committee
         deems appropriate under the circumstances. Loans may be authorized with
         or without security or collateral.

     (h) Headings. The headings contained in this Plan are for reference
         purposes only and shall not affect the meaning or interpretation of
         this Plan.

     (i) Severability. If any provision of this Plan shall for any reason be
         held to be invalid or unenforceable, such invalidity or
         unenforceability shall not affect any other provision hereby, and this
         Plan shall be construed as if such invalid or unenforceable provision
         were omitted.

     (j) Successors and Assigns. This Plan shall inure to the benefit of and be
         binding upon each successor and assign of the Company. All obligations
         imposed upon a Participant, and all rights granted to the Company
         hereunder, shall be binding upon the Participant's heirs, legal
         representatives and successors.

     (k) Entire Agreement. This Plan and any Agreement entered into with an
         Awardee, Optionee, or SAR Holder shall constitute the entire agreement
         with respect to the subject matter thereof, provided that in the event
         of any inconsistency between the Plan and the Agreement, the terms and
         conditions of the Agreement shall control.



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