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                                                                  EXHIBIT 10.19 

                            NABORS INDUSTRIES, INC.
                  1996 EXECUTIVE OFFICERS INCENTIVE STOCK PLAN



1.  Purpose of Plan.  The purpose of 1996 Executive Officers Incentive Stock
    Plan (the "Plan")  is (i) to provide incentives for executive officers,
    ("Covered Employee") of Nabors Industries, Inc. ("Nabors" or 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 retaining such
    officers upon whose efforts the Company's success and future growth
    depends.

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

    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, or any successor thereto.  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).  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 granted options hereunder ("Optionees") and their legal
    representatives and beneficiaries.  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.

3.  Stock Available for Stock Option Grants.  There shall be available for the
    grant of stock options under the Plan a total of 3,600,000 Shares of Common
    Stock.  This amount is subject to any adjustments which may be made
    pursuant to Section 5(f) hereof.  No Covered Employee may receive grants in
    excess of 50% of the total shares of Common Stock authorized to be issued
    under the Plan.  Shares of Common Stock with respect to which options are
    granted under the Plan may be either authorized and unissued shares of
    Common Stock, or previously issued shares of Common Stock held in the
    treasury of the Company, or both.  Shares of Common Stock reserved for
    options which have terminated or expired prior to exercise shall be
    available for further grants hereunder, subject to the per employee
    limitations of this Section 3.  In applying the 50% per employee
    limitation, the principles of Section 162(m) of the Internal Revenue Code
    of 1986, as amended, and the regulations thereunder, shall govern.

4.  Eligibility. Option grants under the Plan may be made to Covered Employees.
    Stock Options may be granted to a Covered Employee whether or not he holds
    or has held grants previously, under the Plan or otherwise granted or
    issued by Nabors.  In selecting a Covered Employee to receive grants, the
    Committee may take into consideration any factors it may deem relevant,
    including its estimate of the individual's present and potential
    contributions to the success of the Company.
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5.  Terms and Conditions of Options.  The Committee shall, in its discretion,
    prescribe the terms and conditions of the grants hereunder, which terms and
    conditions need not be the same in each case, subject to the following:

    (a) Number of Shares.  Each option grant shall state the number of shares
    of Common Stock to which it pertains.

    (b) Option Exercise Price.  The option exercise price shall be set by the
    Committee, but shall be no less than the Fair Market Value per share of
    Common Stock on the date of the grant of the option; provided that at no
    time shall the option exercise price per share be less than the par value
    per share of the Common Stock  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.  For purposes of the Plan, the "Fair Market Value" per share of
    Common Stock shall be the last sale price regular way 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 regular way, 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, 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.

    (c) 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 and such
    installments may be accelerated based upon target prices for the Common
    Stock.  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, subject to Section 5(e) hereof.

    (d) 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 (i) ten shares of Common Stock or (ii) the
    number of shares of Common Stock remaining subject to such option.
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    (e) 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. 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.

    (f) Adjustments.  In the event of a reorganization, recapitalization,
    stock split, stock dividend, Extraordinary Dividend, combination of shares,
    consolidation, merger (other that a merger or consolidation which does not
    result in any reclassification, conversion, exchange or cancellation of
    outstanding shares of Common Stock), any sale or  transfer by the Company
    of all or substantially all of its assets or any tender offer or exchange
    offer for or the acquisition, directly or indirectly, by any person or
    group of all or a majority of the then outstanding voting securities of the
    Company, rights offering, or any other change in the corporate structure or
    rights with respect to any shares of the Company, adjustments shall be made
    to the number of shares or type of stock granted pursuant to this Plan and,
    in order to prevent dilution or enlargement of the rights of Optionee, to
    the number of options, and the type and option price of stock subject to
    outstanding options or as provided below with respect to Extraordinary
    Dividend.  In the case of an Extraordinary Dividend, the Optionee shall be
    entitled to have distributed to him upon the exercise of any portion of the
    option an amount equal to the Extraordinary Dividend he would have received
    had he exercised such portion of the option immediately prior to the
    declaration of the Extraordinary Dividend.  For this purpose, an
    "Extraordinary Dividend" shall mean any dividend or dividends paid or
    declared in the twelve-month period immediately prior to the day after any
    such declaration in excess in the aggregate of 7% of the average Closing
    Price of the Common Stock during such period.

    (g) Registration, Listing and Qualification of Shares of Common Stock. 
    The Company, within six months of the date any option granted pursuant to
    this Plan first becomes vested and exercisable, shall register all the
    shares underlying the options on a Registration Statement on Form S-8
    ("S-8").  The Company shall also prepare and file a Form S-3 prospectus
    with such S-8.  The Company within six months of the date of any option
    granted pursuant to this Plan first becomes vested and exercisable, shall
    list all the shares underlying the options subject to notice of issuance,
    on the American Stock Exchange in an Additional Listing Application.  The
    Company may require an Optionee to furnish to the Company, prior to the
    issuance of any shares upon the exercise of all or any part of his option,
    an agreement in which Optionee acknowledges the status of the shares and
    the conditions and the restrictions, if any, upon their sale or
    distribution under the applicable securities laws.

    (h) Withholding of Taxes.   No option may be exercised, unless the
    Optionee 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
    collect as a result of the issue or transfer of shares of Common Stock upon
    exercise of an option.  The Committee may authorize that shares of Common
    Stock or options to be applied towards the payment of withholding taxes.

    (i) Transferability.  Options granted pursuant to this Plan may be
    transferred by the Employee with the consent of the Company, which consent
    shall not be unreasonably withheld; provided, however, Section 5(e) of this
    Plan shall be applied based on the Optionee and his status and not that of
    any assignee.





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    (j) 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, as it deems advisable.

  6.    Stockholder's Rights.  Neither an Optionee nor his 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 a grant of an option hereunder, except with respect to any shares
    of Common Stock actually issued or transferred of record and delivered to
    one of the aforementioned persons.

  7.    Governing Laws.  The Plan and all rights and obligations thereunder 
    shall be construed in accordance with and governed by the internal laws of
    the State of Delaware without giving effect to the conflicts of law
    provisions thereof.