<PAGE>
===============================================================================


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

             [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended June 30, 2004

                                       OR

             [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
          For the transition period from _____________ to _____________

                         COMMISSION FILE NUMBER: 0-13857


                                NOBLE CORPORATION
             (Exact name of registrant as specified in its charter)

<Table>
<Caption>

<S>                                                                       <C>
                      CAYMAN ISLANDS                                                    98-0366361
(State or other jurisdiction of incorporation or organization)            (I.R.S. employer identification number)


      13135 SOUTH DAIRY ASHFORD, SUITE 800                                                 77478
               SUGAR LAND, TEXAS                                                        (Zip code)
    (Address of principal executive offices)
</Table>


       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (281) 276-6100


         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 whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act). Yes [X] No [ ]

         Number of Ordinary Shares outstanding as of August 2, 2004: 133,897,051
(Includes 1,660,670 shares held in a Rabbi Trust)

================================================================================
<PAGE>
                                                                      FORM 10-Q

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                       NOBLE CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                    (In thousands, except per share amounts)
                                   (Unaudited)
<Table>
<Caption>
                                                   JUNE 30,        DECEMBER 31,
                                                     2004             2003
                                                 ------------      ------------
<S>                                              <C>               <C>
ASSETS
CURRENT ASSETS
  Cash and cash equivalents ................     $    116,395      $    139,467
  Investment in marketable securities ......          104,024            98,376
  Accounts receivable ......................          165,116           149,235
  Inventories ..............................            4,100             4,086
  Prepaid expenses .........................           20,243            11,809
  Other current assets .....................           14,731            18,986
                                                 ------------      ------------
Total current assets .......................          424,609           421,959
                                                 ------------      ------------

PROPERTY AND EQUIPMENT
  Drilling equipment and facilities ........        3,533,500         3,454,163
  Other ....................................           65,680            64,591
                                                 ------------      ------------
                                                    3,599,180         3,518,754
  Accumulated depreciation .................         (976,443)         (892,888)
                                                 ------------      ------------
                                                    2,622,737         2,625,866
                                                 ------------      ------------

INVESTMENT IN AND ADVANCES TO JOINT VENTURES           20,065            19,868
OTHER ASSETS ...............................          128,129           121,940
                                                 ------------      ------------
                                                 $  3,195,540      $  3,189,633
                                                 ============      ============

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
  Current maturities of long-term debt .....     $     26,991      $     47,666
  Accounts payable .........................           69,392            87,178
  Accrued payroll and related costs ........           49,874            48,511
  Taxes payable ............................           29,403            31,734
  Interest payable .........................            9,081             9,384
  Other current liabilities ................           21,661            19,550
                                                 ------------      ------------
Total current liabilities ..................          206,402           244,023

LONG-TERM DEBT .............................          532,537           541,907
DEFERRED INCOME TAXES ......................          208,911           213,357
OTHER LIABILITIES ..........................           18,526            18,201
COMMITMENTS AND CONTINGENCIES ..............               --                --
MINORITY INTEREST ..........................           (7,624)           (6,280)
                                                 ------------      ------------
                                                      958,752         1,011,208
                                                 ------------      ------------
SHAREHOLDERS' EQUITY
  Ordinary Shares-par value $0.10 per share            13,374            13,389
  Capital in excess of par value ...........          903,999           915,240
  Retained earnings ........................        1,369,529         1,306,888
  Treasury stock, at cost ..................          (48,048)          (49,121)
  Restricted stock (unearned compensation) .           (5,842)           (7,981)
  Accumulated other comprehensive income ...            3,776                10
                                                 ------------      ------------
                                                    2,236,788         2,178,425
                                                 ------------      ------------
                                                 $  3,195,540      $  3,189,633
                                                 ============      ============

        See accompanying notes to the consolidated financial statements.
</Table>


                                       2
<PAGE>
                                                                      FORM 10-Q

                       NOBLE CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                    (In thousands, except per share amounts)
                                   (Unaudited)

<Table>
<Caption>
                                              THREE MONTHS ENDED JUNE 30,
                                          ----------------------------------
                                               2004                2003
                                          --------------      --------------
<S>                                       <C>                 <C>
OPERATING REVENUES
  Contract drilling services ........     $      225,667      $      220,586
  Reimbursables .....................              9,555              10,970
  Labor contract drilling services ..             12,078               7,219
  Engineering, consulting and other .              5,709               9,145
                                          --------------      --------------
                                                 253,009             247,920
                                          --------------      --------------
OPERATING COSTS AND EXPENSES
  Contract drilling services ........            132,440             123,091
  Reimbursables .....................              8,082               9,572
  Labor contract drilling services ..              9,460               5,878
  Engineering, consulting and other .              6,784               7,503
  Depreciation ......................             41,234              36,031
  Selling, general and administrative              8,448               7,175
                                          --------------      --------------
                                                 206,448             189,250
                                          --------------      --------------

OPERATING INCOME ....................             46,561              58,670

OTHER INCOME (EXPENSE)
  Interest expense ..................             (8,620)            (10,348)
  Other, net ........................              2,037                 822
                                          --------------      --------------

INCOME BEFORE INCOME TAXES ..........             39,978              49,144
INCOME TAX PROVISION ................             (5,597)             (5,406)
                                          --------------      --------------

NET INCOME ..........................     $       34,381      $       43,738
                                          ==============      ==============

NET INCOME PER SHARE:
  Basic .............................     $         0.26      $         0.33
  Diluted ...........................     $         0.26      $         0.33
</Table>


        See accompanying notes to the consolidated financial statements.


                                       3
<PAGE>

                                                                      FORM 10-Q


                       NOBLE CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                    (In thousands, except per share amounts)
                                   (Unaudited)


<Table>
<Caption>

                                            SIX MONTHS ENDED JUNE 30,
                                          -----------------------------
                                               2004           2003
                                          -------------- --------------
<S>                                       <C>            <C>
OPERATING REVENUES
  Contract drilling services ........     $      444,250 $      436,954
  Reimbursables .....................             19,604         27,309
  Labor contract drilling services ..             20,469         13,915
  Engineering, consulting and other .             14,119         14,750
                                          -------------- --------------
                                                 498,442        492,928
                                          -------------- --------------
OPERATING COSTS AND EXPENSES
  Contract drilling services ........            266,245        246,938
  Reimbursables .....................             17,159         24,770
  Labor contract drilling services ..             16,286         11,601
  Engineering, consulting and other .             14,881         12,899
  Depreciation ......................             82,159         69,895
  Selling, general and administrative             16,309         13,437
                                          -------------- --------------
                                                 413,039        379,540
                                          -------------- --------------

OPERATING INCOME ....................             85,403        113,388

OTHER INCOME (EXPENSE)
  Interest expense ..................            (17,688)       (20,843)
  Other, net ........................              4,523            892
                                          -------------- --------------

INCOME BEFORE INCOME TAXES ..........             72,238         93,437
INCOME TAX PROVISION ................             (9,597)       (10,278)
                                          -------------- --------------

NET INCOME ..........................     $       62,641 $       83,159
                                          ============== ==============

NET INCOME PER SHARE:
  Basic .............................     $         0.47 $         0.63
  Diluted ...........................     $         0.47 $         0.63
</Table>


        See accompanying notes to the consolidated financial statements.


                                       4
<PAGE>

                                                                      FORM 10-Q

                       NOBLE CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                 (In thousands)
                                   (Unaudited)


<Table>
<Caption>
                                                                   THREE MONTHS ENDED JUNE 30,
                                                                --------------------------------
                                                                   2004                 2003
                                                                -------------      -------------
<S>                                                             <C>                <C>
NET INCOME ................................................     $      34,381      $      43,738
                                                                -------------      -------------

OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX:
    Foreign currency translation adjustments ..............              (559)              (104)
    Unrealized holding (losses) gains arising during period              (706)               228
    Unrealized gain on foreign currency forward contracts .               201                 --
                                                                -------------      -------------

    Other comprehensive (loss) income .....................            (1,064)               124
                                                                -------------      -------------

COMPREHENSIVE INCOME ......................................     $      33,317      $      43,862
                                                                =============      =============
</Table>




<Table>
<Caption>
                                                                    SIX MONTHS ENDED JUNE 30,
                                                                --------------------------------
                                                                    2004                2003
                                                                -------------      -------------

<S>                                                             <C>                <C>
NET INCOME ...............................................      $      62,641      $      83,159
                                                                -------------      -------------

OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
    Foreign currency translation adjustments .............              4,060                151
    Unrealized holding losses arising during period ......               (527)              (180)
    Unrealized gain on foreign currency forward contracts                 233                 --
                                                                -------------      -------------

    Other comprehensive income (loss) ....................              3,766                (29)
                                                                -------------      -------------

COMPREHENSIVE INCOME .....................................      $      66,407      $      83,130
                                                                =============      =============
</Table>




        See accompanying notes to the consolidated financial statements.


                                       5
<PAGE>



                       NOBLE CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)

<Table>
<Caption>
                                                                                          SIX MONTHS ENDED JUNE 30,
                                                                                        ------------------------------
                                                                                             2004            2003
                                                                                        ------------      ------------
<S>                                                                                     <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income ......................................................................     $     62,641      $     83,159
  Adjustments to reconcile net income to net cash provided by
    operating activities:
       Depreciation, and amortization of deferred repair and maintenance ..........          101,610            85,658
       Deferred income tax (benefit) provision ....................................             (153)            3,426
       Loss on sales of marketable securities .....................................               60               336
       Equity in income of joint ventures .........................................           (1,804)             (341)
       Compensation expense from stock-based plans ................................            2,624             2,332
       Other ......................................................................              506              (964)
       Changes in current assets and liabilities, net of acquired working capital:
          Accounts receivable .....................................................          (15,881)          (14,774)
          Other current assets ....................................................           (5,914)          (12,802)
          Accounts payable ........................................................          (17,788)          (20,095)
          Other current liabilities ...............................................              894            (8,647)
                                                                                        ------------      ------------
               Net cash provided by operating activities ..........................          126,795           117,288
                                                                                        ------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Acquisitions and related capital upgrades .......................................          (29,515)         (120,326)
  Other capital expenditures ......................................................          (48,935)          (30,649)
  Deferred repair and maintenance expenditures ....................................          (22,691)          (14,431)
  Repayments from joint venture ...................................................            1,607               287
  Investment in marketable securities .............................................          (70,687)          (53,700)
  Proceeds from sales and maturities of marketable securities .....................           65,930            59,771
                                                                                        ------------      ------------
            Net cash used for investing activities ................................         (104,291)         (159,048)
                                                                                        ------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Payment of long-term debt .......................................................          (30,048)          (31,356)
  Proceeds from issuance of ordinary shares .......................................           24,186             3,100
  Repurchase of ordinary shares ...................................................          (39,714)               --
  Decrease in restricted cash .....................................................               --             1,477
                                                                                        ------------      ------------
              Net cash used for financing activities ..............................          (45,576)          (26,779)
                                                                                        ------------      ------------

NET DECREASE  IN CASH AND CASH EQUIVALENTS ........................................          (23,072)          (68,539)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD ....................................          139,467           192,509
                                                                                        ------------      ------------

CASH AND CASH EQUIVALENTS, END OF PERIOD ..........................................     $    116,395      $    123,970
                                                                                        ============      ============
</Table>


        See accompanying notes to the consolidated financial statements.


                                       6
<PAGE>

                                                                      FORM 10-Q


                       NOBLE CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 - BASIS OF ACCOUNTING

         The accompanying consolidated financial statements of Noble Corporation
("Noble" or, together with its consolidated subsidiaries, unless the context
requires otherwise, the "Company", "we", "our" and words of similar import) have
been prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all disclosures required by accounting principles generally accepted
in the United States of America for complete financial statements. All
significant intercompany accounts and transactions have been eliminated. Certain
reclassifications have been made in the prior year consolidated financial
statements to conform to the classifications used in the 2004 consolidated
financial statements. These reclassifications have no impact on net income. The
interim consolidated financial statements have not been audited. However, in the
opinion of management, all adjustments, consisting only of normal recurring
adjustments, necessary for a fair presentation of the consolidated financial
statements have been included. Results of operations for interim periods are not
necessarily indicative of the results of operations that may be expected for the
entire year. These interim consolidated financial statements should be read in
conjunction with the audited consolidated financial statements and notes thereto
included in the Annual Report on Form 10-K of Noble for the year ended December
31, 2003.


NOTE 2 - ACQUISITIONS

         On June 25, 2004, we purchased the Okhi (renamed the Noble Mark Burns),
a 300 feet Levingston 111-S designed independent leg jackup rig, for $29,500,000
in cash. The unit is currently in the Dalian New Shipyard in Dalian, China,
where we are performing refurbishments and upgrades. We are marketing the unit
for operation in the Middle East, India and South East Asia. The rig is
currently equipped to operate in 230 feet of water.

         On July 16, 2004, we exercised our option to purchase the Maersk Viking
(renamed the Noble Cees van Diemen), a MODEC 300C, independent leg, cantilever
jackup rig, for an exercise price of $32,900,000. In June 2003, we paid an
option fee of $15,000,000 for the right to acquire the unit. Our aggregate
purchase price for the rig was therefore $47,900,000. The rig is currently in
the United Arab Emirates and is being assimilated into our Middle East fleet,
which is now comprised of 12 units. The rig is scheduled to commence an 880-day
contract in Qatar in mid-September 2004 after an upgrade program.


NOTE 3 - STOCK-BASED COMPENSATION PLANS

         We have several stock-based compensation plans. As permitted by
Statement of Financial Accounting Standards ("SFAS") No. 123, Accounting for
Stock-Based Compensation ("SFAS 123") and as amended by SFAS No. 148, Accounting
for Stock-Based Compensation-Transition and Disclosure ("SFAS 148"), we have
chosen to continue using the intrinsic value method of accounting for
stock-based compensation awards in accordance with APB Opinion 25. No
compensation expense was recognized in the three and six month periods ended
June 30, 2004 and 2003 related to stock option awards.



                                       7
<PAGE>

                                                                      FORM 10-Q

         The following table reflects pro forma net income and net income per
share had we elected to adopt the fair value approach of SFAS 123 (in thousands,
except per share amounts):


<Table>
<Caption>
                                                       THREE MONTHS ENDED             SIX MONTHS ENDED
                                                             JUNE 30,                    JUNE 30,
                                                   --------------------------    ----------------------------
                                                       2004          2003            2004            2003
                                                   ------------  ------------    ------------    ------------
<S>                                                <C>           <C>             <C>             <C>
Net income - as reported .......................   $     34,381  $     43,738    $     62,641    $     83,159
Compensation expense, net of tax - as reported .          1,000           746           1,706           1,516
Compensation expense, net of tax - pro forma ...         (3,728)       (5,456)         (7,125)        (10,815)
                                                   ------------  ------------    ------------    ------------
Net income - pro forma .........................   $     31,653  $     39,028    $     57,222    $     73,860
                                                   ============  ============    ============    ============

Net income per share:
Basic - as reported ............................   $       0.26  $       0.33    $       0.47    $       0.63
Basic - pro forma ..............................   $       0.24  $       0.30    $       0.43    $       0.56

Diluted - as reported ..........................   $       0.26  $       0.33    $       0.47    $       0.63
Diluted - pro forma ............................   $       0.24  $       0.29    $       0.43    $       0.56
</Table>


NOTE 4 - NET INCOME PER SHARE

         The following table reconciles the basic and diluted net income per
share ("EPS") computations for the three and six month periods ended June 30,
2004 and 2003 (in thousands, except per share amounts):

<Table>
<Caption>

                                                                     NET         BASIC        BASIC        DILUTED     DILUTED
                                                                    INCOME       SHARES        EPS         SHARES        EPS
                                                                   --------     --------     --------     --------     --------
<S>                                                                <C>           <C>         <C>           <C>         <C>
THREE MONTHS ENDED:

JUNE 30, 2004 ................................................     $ 34,381      132,540     $   0.26      133,704     $   0.26
JUNE 30, 2003 ................................................     $ 43,738      131,880     $   0.33      132,885     $   0.33


                                                                     NET         BASIC        BASIC       DILUTED      DILUTED
                                                                    INCOME       SHARES        EPS         SHARES        EPS
                                                                   --------     --------     --------     --------     --------
SIX MONTHS ENDED:
JUNE 30, 2004 ................................................     $ 62,641      132,583     $   0.47      133,766     $   0.47
JUNE 30, 2003 ................................................     $ 83,159      131,832     $   0.63      132,932     $   0.63
</Table>


         Included in diluted shares are ordinary share equivalents relating to
outstanding stock options of 1,164,000 shares and 1,005,000 shares for the three
month periods ended June 30, 2004 and 2003, respectively, and 1,183,000 and
1,100,000 shares for the six months ended June 30, 2004 and 2003, respectively.
The computation of diluted net income per share for the three month periods
ended June 30, 2004 and 2003 did not include options to purchase 2,112,000 and
1,842,000 ordinary shares, respectively, while the computation for the six month
periods ended June 30, 2004 and 2003 did not include options to purchase
2,081,000 and 1,842,000, respectively, because the options' exercise prices were
greater than the average market price of the ordinary shares. Excluded from the
basic and diluted share amounts above are shares held in a Rabbi Trust, which
will be used for future funding of the Company's benefit plans. The number of
shares in the Rabbi Trust was 1,661,000 and 1,734,000 at June 30, 2004 and 2003,
respectively. Shares in the Rabbi Trust are included in the number of ordinary
shares legally outstanding as of August 2, 2004, as reflected on the cover of
this Form 10-Q, and are accounted for as Treasury Stock in our Consolidated
Balance Sheets.

         We repurchased 1,087,000 of our ordinary shares during the three and
six month periods ended June 30, 2004 at a total cost of $39,714,000. Ordinary
shares that were repurchased were automatically cancelled and retired pursuant
to Cayman Islands law. These repurchases were recorded as a decrease of $109,000
and $39,605,000 to the balances of our ordinary shares and capital in excess of
par value, respectively, on our Consolidated Balance Sheet.




                                       8
<PAGE>

                                                                      FORM 10-Q

NOTE 5 - MARKETABLE SECURITIES

         As of June 30, 2004, we owned marketable equity securities with a fair
market value of $11,078,000, of which $10,768,000 was included in a Rabbi Trust
for the Noble Drilling Corporation 401(k) Savings Restoration Plan. The
marketable securities included in the Rabbi Trust are classified as trading
securities and are included in "Investment in marketable securities" in the
Consolidated Balance Sheet at June 30, 2004 at their fair value. The remaining
investment in marketable equity securities, with a fair market value of $310,000
at June 30, 2004, is classified as available for sale and is included in "Other
assets" in the Consolidated Balance Sheets at its fair market value. As of June
30, 2004, we also owned marketable debt securities with a fair market value of
$93,256,000. These investments are classified as available for sale and are
included in "Investment in marketable securities" in the Consolidated Balance
Sheet at June 30, 2004 at their fair market value.


NOTE 6 - COMMITMENTS AND CONTINGENCIES

         Noble Asset Company Limited ("NACL"), a wholly-owned, indirect
subsidiary of Noble, has been named one of 21 parties served a Show Cause Notice
issued by the Commissioner of Customs (Prev.), Mumbai, India. The Show Cause
Notice concerns alleged violations of Indian Customs laws and regulations
regarding one of our jackup drilling rigs. The Commissioner alleges certain
violations to have occurred before, at the time of, and after NACL acquired the
rig from the rig's previous owner. In connection with the export of the rig from
India in 2001, NACL posted a bank guarantee in the amount of $3,300,000 and a
customs bond in the amount of $21,340,000, both of which remain in place. We
maintain that NACL has acted in accordance with all Indian Customs laws and
regulations and believe the Show Cause Notice is without merit as against NACL.
In the purchase agreement for the rig, NACL received contractual indemnification
against liability for Indian customs duty from the rig's previous owner. We do
not believe the resolution of this matter will have a material adverse effect on
our financial position, results of operations or cash flows.

         We are a defendant in certain claims and litigation arising out of
operations in the normal course of business. In the opinion of management,
uninsured losses, if any, will not be material to our financial position,
results of operations or cash flows.

         In connection with several projects, we have entered into agreements
with various vendors to purchase or construct property and equipment that
generally have long lead times for delivery. If we do not proceed with any
particular project, we may either seek to cancel outstanding purchase
commitments related to that project or complete the purchase of the property and
equipment. Any equipment purchased for a project on which we do not proceed
would be used, where applicable, as capital spares for other units in our fleet.
If we cancel any of the purchase commitments, the amounts ultimately paid by us,
if any, would be subject to negotiation. As of June 30, 2004, we had
approximately $35,000,000 of outstanding purchase commitments related to these
projects.


NOTE 7 - PARENT GUARANTEE OF REGISTERED SECURITIES ISSUED BY SUBSIDIARY

         Noble and Noble Holding (U.S.) Corporation ("Noble Holding"), a
wholly-owned subsidiary of Noble, are guarantors for certain debt securities
issued by Noble Drilling Corporation ("Noble Drilling"). These debt securities
include Noble Drilling's 6.95% Senior Notes due 2009 and its 7.50% Senior Notes
due 2019. The outstanding principal balances of the 6.95% Senior Notes and the
7.50% Senior Notes at June 30, 2004 were $149,950,000 and $201,695,000,
respectively. Noble Drilling is an indirect, wholly-owned subsidiary of Noble
and a direct, wholly-owned subsidiary of Noble Holding. Noble's and Noble
Holding's guarantees of these securities are full and unconditional.

         The following consolidating financial statements of Noble, Noble
Holding, Noble Drilling and all other subsidiaries are included so that separate
financial statements of Noble Drilling are not required to be filed with the
Securities and Exchange Commission. These consolidating financial statements
present Noble's and Noble Holding's investments in both consolidated and
unconsolidated affiliates using the equity method of accounting.



                                       9
<PAGE>
                                                                       FORM 10-Q



                    NOBLE CORPORATION AND OTHER SUBSIDIARIES
                           CONSOLIDATING BALANCE SHEET
                                  JUNE 30, 2004
                    (In thousands, except per share amounts)
                                   (Unaudited)


<Table>
<Caption>

                                                                  NOBLE
                                                                 HOLDING       NOBLE
                                                   NOBLE       (SUBSIDIARY    DRILLING         OTHER     CONSOLIDATING
                                                (GUARANTOR)     GUARANTOR)    (ISSUER)     SUBSIDIARIES   ADJUSTMENTS       TOTAL
                                               ------------   ------------  -----------    ------------   -----------    -----------
<S>                                             <C>           <C>           <C>            <C>            <C>            <C>
ASSETS
CURRENT ASSETS
  Cash and cash equivalents ...............   $    16,359     $       --    $       --    $   100,036     $       --    $   116,395
  Investment in marketable securities .....        33,553             --            --         70,471             --        104,024
  Accounts receivable .....................            --             --         6,623        158,493             --        165,116
  Inventories .............................            --             --            --          4,100             --          4,100
  Prepaid expenses ........................            --             --         2,369         17,874             --         20,243
  Accounts receivable from affiliates .....        55,132             --       486,032             --       (541,164)            --
  Other current assets ....................        26,885             --         5,845         14,223        (32,222)        14,731
                                              -----------    -----------   -----------    -----------    -----------    -----------
Total current assets ......................       131,929             --       500,869        365,197       (573,386)       424,609
                                              -----------    -----------   -----------    -----------    -----------    -----------

PROPERTY AND EQUIPMENT
  Drilling equipment and facilities .......            --             --       100,058      3,433,442             --      3,533,500
  Other ...................................            --             --            --         65,680             --         65,680
                                              -----------    -----------   -----------    -----------    -----------    -----------
                                                       --             --       100,058      3,499,122             --      3,599,180
  Accumulated depreciation ................            --             --       (49,259)      (927,184)            --       (976,443)
                                              -----------    -----------   -----------    -----------    -----------    -----------
                                                       --             --        50,799      2,571,938             --      2,622,737
                                              -----------    -----------   -----------    -----------    -----------    -----------

NOTES RECEIVABLE FROM AFFILIATES ..........       502,165             --       169,159             --       (671,324)            --
INVESTMENTS IN AFFILIATES .................     1,603,270      1,911,646     1,692,861             --     (5,207,777)            --
INVESTMENT IN AND ADVANCES TO JOINT
  VENTURES ................................            --             --            --         20,065             --         20,065
OTHER ASSETS ..............................            --             --         6,552        121,577             --        128,129
                                              -----------    -----------   -----------    -----------    -----------    -----------
                                              $ 2,237,364    $ 1,911,646   $ 2,420,240    $ 3,078,777    $(6,452,487)   $ 3,195,540
                                              ===========    ===========   ===========    ===========    ===========    ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
  Current maturities of long-term debt ...    $        --    $    18,810   $        --    $    26,991    $   (18,810)   $    26,991
  Accounts payable ........................            (7)            --         3,204         66,195             --         69,392
  Accrued payroll and related costs .......            13             --        12,940         36,921             --         49,874
  Taxes payable ...........................            77             --            --         29,326             --         29,403
  Interest payable ........................            --          7,567         7,791          7,135        (13,412)         9,081
  Accounts payable to affiliates ..........            --         82,336            --        458,828       (541,164)            --
  Other current liabilities ...............             9             --         2,233         19,419             --         21,661
                                              -----------    -----------   -----------    -----------    -----------    -----------
Total current liabilities .................            92        108,713        26,168        644,815       (573,386)       206,402

LONG-TERM DEBT ...........................             --             --       476,645         55,892             --        532,537
NOTES PAYABLE TO AFFILIATES ...............            --        502,165            --        169,159       (671,324)            --
DEFERRED INCOME TAXES .....................            --             --        16,699        192,212             --        208,911
OTHER LIABILITIES .........................           484             --         4,880         13,162             --         18,526
COMMITMENTS AND CONTINGENCIES .............            --             --            --             --             --             --
MINORITY INTEREST .........................            --             --            --         (7,624)            --         (7,624)
                                              -----------    -----------   -----------    -----------    -----------    -----------
                                                      576        610,878       524,392      1,067,616     (1,244,710)       958,752
                                              -----------    -----------   -----------    -----------    -----------    -----------
SHAREHOLDERS' EQUITY
 Ordinary Shares-par value $0.10 per share         13,374             --            --             --             --         13,374
 Capital in excess of par value ...........       903,999        870,744       870,744        693,687     (2,435,175)       903,999
 Retained earnings ........................     1,369,529        430,024     1,025,104      1,313,698     (2,768,826)     1,369,529
 Treasury stock, at cost ..................       (48,048)            --            --             --             --        (48,048)
 Restricted stock (unearned compensation) .        (5,842)            --            --             --             --         (5,842)
 Accumulated other comprehensive income ...
                                                    3,776             --            --          3,776         (3,776)         3,776
                                              -----------    -----------   -----------    -----------    -----------    -----------
                                                2,236,788      1,300,768     1,895,848      2,011,161     (5,207,777)     2,236,788
                                              -----------    -----------   -----------    -----------    -----------    -----------
                                              $ 2,237,364    $ 1,911,646   $ 2,420,240    $ 3,078,777    $(6,452,487)   $ 3,195,540
                                              ===========    ===========   ===========    ===========    ===========    ===========
</Table>

                                       10
<PAGE>
                                                                       FORM 10-Q
                    NOBLE CORPORATION AND OTHER SUBSIDIARIES
                           CONSOLIDATING BALANCE SHEET
                                DECEMBER 31, 2003
                    (In thousands, except per share amounts)
                                   (Unaudited)



<Table>
<Caption>
                                                                NOBLE
                                                                HOLDING        NOBLE
                                                  NOBLE       (SUBSIDIARY     DRILLING        OTHER      CONSOLIDATING
                                               (GUARANTOR)     GUARANTOR)     (ISSUER)    SUBSIDIARIES    ADJUSTMENTS     TOTAL
                                               -----------    -----------    -----------  ------------   -------------  ---------
<S>                                            <C>            <C>            <C>          <C>            <C>            <C>
ASSETS
CURRENT ASSETS
  Cash and cash equivalents ...............  $    33,991    $        --    $        --    $   105,476    $          --  $   139,467
  Investments in marketable securities ....       24,798             --             --         73,578               --       98,376
  Accounts receivable .....................           --             --          3,144        146,091               --      149,235
  Inventories .............................           --             --             --          4,086               --        4,086
  Prepaid expenses ........................           --             --          3,376          8,433               --       11,809
  Accounts receivable from affiliates .....       17,239             --        487,693             --         (504,932)          --
  Other current assets ....................       26,098             --          3,977         14,926          (26,015)      18,986
                                             -----------    -----------    -----------    -----------    -------------  -----------
Total current assets ......................      102,126             --        498,190        352,590         (530,947)     421,959
                                             -----------    -----------    -----------    -----------    -------------  -----------
PROPERTY AND EQUIPMENT
  Drilling equipment and facilities .......           --             --        100,647      3,353,516               --    3,454,163
  Other ...................................           --             --             --         64,591               --       64,591
                                             -----------    -----------    -----------    -----------    -------------  -----------
                                                                     --        100,647      3,418,107               --    3,518,754
  Accumulated depreciation ................          --              --        (47,380)      (845,508)              --     (892,888)
                                             -----------    -----------    -----------    -----------    -------------  -----------
                                                      --             --         53,267      2,572,599               --    2,625,866
                                             -----------    -----------    -----------    -----------    -------------  -----------

NOTES RECEIVABLE FROM AFFILIATES ..........      511,821             --        169,159          4,629         (685,609)          --
INVESTMENTS IN AFFILIATES .................    1,563,494      1,864,823      1,643,124             --       (5,071,441)          --
INVESTMENT IN AND ADVANCES TO JOINT
  VENTURES ................................           --             --             --         19,868               --       19,868
OTHER ASSETS ..............................           --             --          7,333        114,607               --      121,940
                                             -----------    -----------    -----------    -----------    -------------  -----------
                                             $ 2,177,441    $ 1,864,823    $ 2,371,073    $ 3,064,293    $  (6,287,997) $ 3,189,633
                                             ===========    ===========    ===========    ===========    =============  ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
  Current maturities of long-term debt ....  $        --    $    17,951    $        --    $    47,666    $     (17,951) $    47,666
  Accounts payable ........................           (6)            --          4,180         83,004               --       87,178
  Accrued payroll and related costs .......           --             --         11,412         37,099               --       48,511
  Taxes payable ...........................         (958)            --             --         32,692               --       31,734
  Interest payable ........................           --          8,064          7,799          1,585           (8,064)       9,384
  Accounts payable to affiliates ..........           --         57,527             --        447,405         (504,932)          --
  Other current liabilities ...............          (20)            --            668         18,902               --       19,550
                                             -----------    -----------    -----------    -----------    -------------  -----------
Total current liabilities .................         (984)        83,542         24,059        668,353         (530,947)     244,023

LONG-TERM DEBT ............................           --             --        476,640         65,267               --      541,907
NOTES PAYABLE TO AFFILIATES ...............           --        511,821             --        173,788         (685,609)          --
DEFERRED INCOME TAXES .....................           --             --         16,264        197,093               --      213,357
OTHER LIABILITIES .........................           --             --          5,085         13,116               --       18,201
COMMITMENTS AND CONTINGENCIES
MINORITY INTEREST .........................           --             --             --         (6,280)              --       (6,280)
                                             -----------    -----------    -----------    -----------    -------------  -----------
                                                    (984)       595,363        522,048      1,111,337       (1,216,556)   1,011,208
                                             -----------    -----------    -----------    -----------    -------------  -----------
SHAREHOLDERS' EQUITY
 Ordinary Shares-par value $0.10 per share.       13,389             --             --             --               --       13,389
 Capital in excess of par value ...........      915,240        870,744        870,744        693,687       (2,435,175)     915,240
 Retained earnings ........................    1,306,888        398,716        978,281      1,259,259       (2,636,256)   1,306,888
 Treasury stock, at cost ..................      (49,121)            --             --             --               --      (49,121)
 Restricted stock (unearned compensation) .       (7,981)            --             --             --               --       (7,981)
 Accumulated other comprehensive income ...           10             --             --             10              (10)          10
                                             -----------    -----------    -----------    -----------    -------------  -----------
                                               2,178,425      1,269,460      1,849,025      1,952,956       (5,071,441)   2,178,425
                                             -----------    -----------    -----------    -----------    -------------  -----------
                                             $ 2,177,441    $ 1,864,823    $ 2,371,073    $ 3,064,293    $  (6,287,997) $ 3,189,633
                                             ===========    ===========    ===========    ===========    =============  ===========
</Table>



                                       11
<PAGE>

                                                                       FORM 10-Q

                    NOBLE CORPORATION AND OTHER SUBSIDIARIES
                        CONSOLIDATING STATEMENT OF INCOME
                        THREE MONTHS ENDED JUNE 30, 2004
                                 (In thousands)
                                   (Unaudited)

<Table>
<Caption>

                                                           NOBLE
                                                           HOLDING       NOBLE
                                               NOBLE     (SUBSIDIARY    DRILLING      OTHER      CONSOLIDATING
                                            (GUARANTOR)   GUARANTOR)    (ISSUER)   SUBSIDIARIES   ADJUSTMENTS    TOTAL
                                            -----------   ----------    --------   ------------   ------------  --------
<S>                                         <C>           <C>           <C>        <C>            <C>           <C>
OPERATING REVENUES
   Contract drilling services ........      $        --   $       --    $  7,770   $    217,897   $         --  $225,667
   Reimbursables .....................               --           --          13          9,542             --     9,555
   Labor contract drilling services ..               --           --          --         12,078             --    12,078
   Engineering, consulting, and other                --           --          --          5,709             --     5,709
                                            -----------   ----------    --------   ------------   ------------  --------
                                                     --           --       7,783        245,226             --   253,009
                                            -----------   ----------    --------   ------------   ------------  --------
OPERATING COSTS AND EXPENSES
   Contract drilling services ........              (37)          --       2,608        129,869             --   132,440
   Reimbursables .....................               --           --          13          8,069             --     8,082
   Labor contract drilling services ..               --           --          --          9,460             --     9,460
   Engineering, consulting and other .               --           --          --          6,784             --     6,784
   Depreciation ......................               --           --       1,150         40,084             --    41,234
   Selling, general and administrative              260           --         192          7,996             --     8,448
                                            -----------   ----------    --------   ------------   ------------  --------
                                                    223           --       3,963        202,262             --   206,448
                                            -----------   ----------    --------   ------------   ------------  --------

OPERATING INCOME .....................             (223)          --       3,820         42,964                   46,561

OTHER INCOME (EXPENSE)
   Equity earnings in affiliates
    (net of tax) .....................           23,220       26,714      28,218             --        (78,152)       --
   Interest expense ..................               --      (11,928)     (6,907)        (2,649)        12,864    (8,620)
   Other, net ........................           12,099           --         773          2,029        (12,864)    2,037
                                            -----------   ----------    --------   ------------   ------------  --------
INCOME BEFORE INCOME TAXES ...........           35,096       14,786      25,904         42,344        (78,152)   39,978
INCOME TAX (PROVISION) BENEFIT .......             (715)       4,175         810         (9,867)            --    (5,597)
                                            -----------   ----------    --------   ------------   ------------  --------
NET INCOME ...........................      $    34,381   $   18,961    $ 26,714   $     32,477   $    (78,152) $ 34,381
                                            ===========   ==========    ========   ============   ============  ========

</Table>



                                       12
<PAGE>
                    NOBLE CORPORATION AND OTHER SUBSIDIARIES
                        CONSOLIDATING STATEMENT OF INCOME
                        THREE MONTHS ENDED JUNE 30, 2003
                                 (In thousands)
                                   (Unaudited)

<Table>
<Caption>

                                                           NOBLE
                                                           HOLDING         NOBLE
                                            NOBLE        (SUBSIDIARY     DRILLING        OTHER        CONSOLIDATING
                                          (GUARANTOR)     GUARANTOR)     (ISSUER)     SUBSIDIARIES     ADJUSTMENTS       TOTAL
                                         ------------    ------------    ---------    ------------    -------------    ---------
<S>                                      <C>             <C>             <C>          <C>             <C>              <C>
OPERATING REVENUES
   Contract drilling services .......    $         --    $         --    $   4,434    $    216,152    $          --    $ 220,586
   Reimbursables .....................             --              --           49          10,921               --       10,970
   Labor contract drilling services ..             --              --           --           7,219               --        7,219
   Engineering, consulting, and other              --              --           --           9,145               --        9,145
                                         ------------    ------------    ---------    ------------    -------------    ---------
                                                   --              --        4,483         243,437               --      247,920
                                         ------------    ------------    ---------    ------------    -------------    ---------
OPERATING COSTS AND EXPENSES
   Contract drilling services ........             (7)              1        2,052         121,045               --      123,091
   Reimbursables .....................             --              --           49           9,523               --        9,572
   Labor contract drilling services ..             --              --           --           5,878               --        5,878
   Engineering, consulting and other .             --              --           --           7,503               --        7,503
   Depreciation ......................             --              --          900          35,131               --       36,031
   Selling, general and administrative            (20)             --          341           6,854               --        7,175
                                         ------------    ------------    ---------    ------------    -------------    ---------
                                                  (27)              1        3,342         185,934               --      189,250
                                         ------------    ------------    ---------    ------------    -------------    ---------

OPERATING INCOME (LOSS) ..............             27              (1)       1,141          57,503               --       58,670

OTHER INCOME (EXPENSE)
   Equity earnings in affiliates (net
     of tax) .........................         32,136          48,816       50,960              --         (131,912)          --
   Interest expense ..................             --         (12,254)      (6,957)         (5,251)          14,114      (10,348)
   Other, net ........................         12,310              --        2,518             108          (14,114)         822
                                         ------------    ------------    ---------    ------------    -------------    ---------
INCOME BEFORE INCOME TAXES ...........         44,473          36,561       47,662          52,360         (131,912)      49,144
INCOME TAX (PROVISION) BENEFIT .......           (735)          4,289        1,154         (10,114)              --       (5,406)
                                         ------------    ------------    ---------    ------------    -------------    ---------

NET INCOME ...........................   $     43,738    $     40,850    $  48,816    $     42,246    $    (131,912)   $  43,738
                                         ============    ============    =========    ============    =============    =========

</Table>

                                       13
<PAGE>


                    NOBLE CORPORATION AND OTHER SUBSIDIARIES
                        CONSOLIDATING STATEMENT OF INCOME
                         SIX MONTHS ENDED JUNE 30, 2004
                                 (In thousands)
                                   (Unaudited)

<Table>
<Caption>

                                                          NOBLE
                                                         HOLDING     NOBLE
                                            NOBLE     (SUBSIDIARY   DRILLING       OTHER       CONSOLIDATING
                                         (GUARANTOR)   GUARANTOR)   (ISSUER)    SUBSIDIARIES    ADJUSTMENTS    TOTAL
                                         -----------  -----------  ---------    -------------  -------------  --------
<S>                                      <C>          <C>          <C>          <C>             <C>           <C>
OPERATING REVENUES
   Contract drilling services ........   $        --  $        --  $  15,002    $     429,248  $          --  $444,250
   Reimbursables .....................            --           --         13           19,591             --    19,604
   Labor contract drilling services ..            --           --         --           20,469             --    20,469
   Engineering, consulting, and other             --           --         --           14,119             --    14,119
                                         -----------  -----------  ---------    -------------  -------------  --------
                                                  --           --     15,015          483,427             --   498,442
                                         -----------  -----------  ---------    -------------  -------------  --------

OPERATING COSTS AND EXPENSES
   Contract drilling services ........          (139)          --      5,245          261,139             --   266,245
   Reimbursables .....................            --           --         13           17,146             --    17,159
   Labor contract drilling services ..            --           --         --           16,286             --    16,286
   Engineering, consulting and other .            --           --         --           14,881             --    14,881
   Depreciation ......................            --           --      2,272           79,887             --    82,159
   Selling, general and administrative            28           --        345           15,936             --    16,309
                                         -----------  -----------  ---------    -------------  -------------  --------
                                                (111)          --      7,875          405,275             --   413,039
                                         -----------  -----------  ---------    -------------  -------------  --------

OPERATING INCOME .....................           111           --      7,140           78,152             --    85,403

OTHER INCOME (EXPENSE)
   Equity earnings in affiliates
      (net of tax) ...................        39,776       46,823     49,737               --       (136,336)       --
   Interest expense ..................            --      (23,869)   (13,814)          (5,744)        25,739   (17,688)
   Other, net ........................        24,204           --      2,191            3,867        (25,739)    4,523
                                         -----------  -----------  ---------    -------------  -------------  --------
INCOME BEFORE INCOME TAXES ...........        64,091       22,954     45,254           76,275       (136,336)   72,238
INCOME TAX (PROVISION) BENEFIT .......        (1,450)       8,354      1,569          (18,070)            --    (9,597)
                                         -----------  -----------  ---------    -------------  -------------  --------
NET INCOME ...........................   $    62,641  $    31,308  $  46,823    $      58,205  $    (136,336) $ 62,641
                                         ===========  ===========  =========    =============  =============  ========
</Table>

                                       14
<PAGE>





                    NOBLE CORPORATION AND OTHER SUBSIDIARIES
                        CONSOLIDATING STATEMENT OF INCOME
                         SIX MONTHS ENDED JUNE 30, 2003
                                 (In thousands)
                                   (Unaudited)

<Table>
<Caption>

                                                            NOBLE
                                                           HOLDING       NOBLE
                                             NOBLE      (SUBSIDIARY     DRILLING        OTHER       CONSOLIDATING
                                          (GUARANTOR)    GUARANTOR)     (ISSUER)    SUBSIDIARIES      ADJUSTMENTS       TOTAL
                                          -----------    -----------    --------    -------------    -------------    --------
<S>                                       <C>            <C>            <C>         <C>              <C>              <C>
OPERATING REVENUES
   Contract drilling services .........   $        --    $        --    $  4,515    $     432,439    $          --    $436,954
   Reimbursables ......................            --             --         267           27,042               --      27,309
   Labor contract drilling services ...            --             --          --           13,915               --      13,915
   Engineering, consulting, and other .            --             --          --           14,750               --      14,750
                                          -----------    -----------    --------    -------------    -------------    --------
                                                   --             --       4,782          488,146               --     492,928
                                          -----------    -----------    --------    -------------    -------------    --------

OPERATING COSTS AND EXPENSES
   Contract drilling services .........           (13)             1       4,649          242,301               --     246,938
   Reimbursables ......................            --             --         267           24,503               --      24,770
   Labor contract drilling services ...            --             --          --           11,601               --      11,601
   Engineering, consulting and other ..            --             --          --           12,899               --      12,899
   Depreciation .......................            --             --       1,917           67,978               --      69,895
   Selling, general and administrative             71             --         530           12,836               --      13,437
                                          -----------    -----------    --------    -------------    -------------    --------
                                                   58              1       7,363          372,118               --     379,540
                                          -----------    -----------    --------    -------------    -------------    --------

OPERATING (LOSS) INCOME ...............           (58)            (1)     (2,581)         116,028               --     113,388

OTHER INCOME (EXPENSE)
   Equity earnings in affiliates
    (net of tax).......................        60,138         89,437      98,943               --         (248,518)         --
   Interest expense ...................            --        (24,467)    (13,945)          (8,758)          26,327     (20,843)
   Other, net .........................        24,547             --       1,902              770          (26,327)        892
                                          -----------    -----------    --------    -------------    -------------    --------
INCOME BEFORE INCOME TAXES ............        84,627         64,969      84,319          108,040         (248,518)     93,437
INCOME TAX (PROVISION) BENEFIT ........        (1,468)         8,563       5,118          (22,491)              --     (10,278)
                                          -----------    -----------    --------    -------------    -------------    --------
NET INCOME ............................   $    83,159    $    73,532    $ 89,437    $      85,549    $    (248,518)   $ 83,159
                                          ===========    ===========    ========    =============    =============    ========
</Table>

                                       15
<PAGE>
                                                                       FORM 10-Q




                    NOBLE CORPORATION AND OTHER SUBSIDIARIES
                     CONSOLIDATING STATEMENT OF CASH FLOWS
                         SIX MONTHS ENDED JUNE 30, 2004
                                 (In thousands)
                                   (Unaudited)


<Table>
<Caption>


                                                                   NOBLE
                                                                  HOLDING       NOBLE
                                                        NOBLE    (SUBSIDIARY   DRILLING       OTHER       CONSOLIDATING
                                                    (GUARANTOR)  GUARANTOR)   (ISSUER)     SUBSIDIARIES    ADJUSTMENTS      TOTAL
                                                    -----------  -----------  ---------    -------------  -------------   ---------
<S>                                                 <C>          <C>          <C>          <C>            <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income .......................................  $    62,641  $    31,308  $  46,823    $      58,205  $    (136,336)  $  62,641
Adjustments to reconcile net income to net cash
  provided by operating activities:
     Depreciation, and amortization of deferred
       repair and maintenance ....................           --           --      2,923           98,687             --     101,610
     Deferred income tax provision ...............           --           --         --             (153)            --        (153)
     Loss on sales of marketable securities ......           --           --         --               60             --          60
     Equity in income of joint ventures ..........           --           --         --           (1,804)            --      (1,804)
     Compensation expense from stock-based plans..        2,624           --         --               --             --       2,624
     Equity earnings in affiliates ...............      (39,776)     (46,823)   (49,737)              --        136,336          --
     Other .......................................          484           --      1,011             (989)            --         506
     Changes in current assets and liabilities:
      Accounts receivable ........................           --           --     (3,479)         (12,402)            --     (15,881)
      Accounts receivable from affiliates ........      (30,248)          --      1,680               --         28,568          --
      Other current assets .......................         (787)          --       (861)          (4,266)            --      (5,914)
      Accounts payable ...........................            1           --       (976)         (16,813)            --     (17,788)
      Accounts payable to affiliates .............           --       24,810         --            3,758        (28,568)         --
      Other current liabilities ..................        1,077         (497)     3,085           (2,771)            --         894
                                                    -----------  -----------  ---------    -------------  -------------   ---------
         Net cash (used for) provided by operating
           activities ............................       (3,984)       8,798        469          121,512             --     126,795
                                                    -----------  -----------  ---------    -------------  -------------   ---------
CASH FLOWS FROM INVESTING ACTIVITIES
  Acquisitions and related capital upgrades ......           --           --         --          (29,515)            --     (29,515)
  Other capital expenditures .....................           --           --        (96)         (48,839)            --     (48,935)
  Deferred repair and maintenance expenditures ...           --           --       (373)         (22,318)            --     (22,691)
  Repayments from joint venture ..................           --           --         --            1,607             --       1,607
  Repayments from affiliate ......................        8,798           --         --               --         (8,798)         --
  Investment in marketable securities ............      (51,500)          --         --          (19,187)            --     (70,687)
  Proceeds from sales and maturities of
       marketable securities .....................       44,582           --         --           21,348             --      65,930
                                                    -----------  -----------  ---------    -------------  -------------   ---------
         Net cash provided by (used for) investing
           activities ............................        1,880           --       (469)         (96,904)        (8,798)   (104,291)
                                                    -----------  -----------  ---------    -------------  -------------   ---------
CASH FLOWS FROM FINANCING ACTIVITIES
   Payment of long-term debt .....................           --       (8,798)        --          (30,048)         8,798     (30,048)
   Proceeds from issuance of ordinary shares .....       24,186           --         --               --             --      24,186
   Repurchase of ordinary shares .................      (39,714)          --         --               --             --     (39,714)
                                                    -----------  -----------  ---------    -------------  -------------   ---------
         Net cash provided by (used for) financing
           activities ............................      (15,528)      (8,798)        --          (30,048)         8,798     (45,576)
                                                    -----------  -----------  ---------    -------------  -------------   ---------


NET DECREASE IN CASH
  AND CASH EQUIVALENTS ...........................      (17,632)          --         --           (5,440)            --     (23,072)
CASH AND CASH EQUIVALENTS,
  BEGINNING OF PERIOD ............................       33,991           --         --          105,476             --     139,467
                                                    -----------  -----------  ---------    -------------  -------------   ---------
CASH AND CASH EQUIVALENTS,
  END OF PERIOD ..................................  $    16,359  $        --  $      --    $     100,036  $          --   $ 116,395
                                                    ===========  ===========  =========    =============  =============   =========
</Table>





                                       16
<PAGE>
                                                                       FORM 10-Q

                    NOBLE CORPORATION AND OTHER SUBSIDIARIES
                      CONSOLIDATING STATEMENT OF CASH FLOWS
                         SIX MONTHS ENDED JUNE 30, 2003
                                 (In thousands)
                                   (Unaudited)





<Table>
                                                                      NOBLE
                                                                     HOLDING     NOBLE
                                                          NOBLE    (SUBSIDIARY  DRILLING      OTHER       CONSOLIDATING
                                                      (GUARANTOR)   GUARANTOR)  (ISSUER)    SUBSIDIARIES   ADJUSTMENTS      TOTAL
                                                      -----------  -----------  ---------  -------------  -------------   ---------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                   <C>          <C>          <C>        <C>            <C>             <C>
Net income .........................................  $    83,159  $    73,532  $  89,437  $      85,549  $    (248,518)  $  83,159

Adjustments to reconcile net income to net cash
  provided by operating activities:
     Depreciation, and amortization of deferred
       repair and maintenance ......................           --           --      2,256         83,402             --      85,658
     Deferred income tax provision .................           --           --      2,115          1,311             --       3,426
     Loss on sales of marketable securities ........           --           --         --            336             --         336
     Equity in income of joint ventures ............           --           --         --           (341)            --        (341)
     Compensation expense from stock-based plans ...        2,332           --         --             --             --       2,332
     Equity earnings in affiliates .................      (60,138)     (89,437)   (98,943)            --        248,518          --
     Other .........................................           --           --     (1,711)           747             --        (964)
     Changes in current assets and liabilities:
      Accounts receivable ..........................           --           --     (1,678)       (13,096)            --     (14,774)
      Accounts receivable from affiliates ..........           --           --     14,966             --        (14,966)         --
      Other current assets .........................       (8,908)          --     (2,602)        (1,292)            --     (12,802)
      Accounts payable .............................           --           --         24        (20,119)            --     (20,095)
      Accounts payable to affiliates ...............       (3,396)      24,333         --        (35,903)        14,966          --
      Other current liabilities ....................          196         (370)     3,166        (11,639)            --      (8,647)
                                                      -----------  -----------  ---------  -------------   ------------   ---------
         Net cash provided by operating activities..       13,245        8,058      7,030         88,955             --     117,288
                                                      -----------  -----------  ---------  -------------   ------------   ---------
CASH FLOWS FROM INVESTING ACTIVITIES
  Acquisitions and related capital upgrades ........           --           --         --       (120,326)            --    (120,326)
  Other capital expenditures .......................           --           --     (5,675)       (24,974)            --     (30,649)
  Deferred repair and maintenance expenditures .....           --           --     (1,355)       (13,076)            --     (14,431)
  Repayments from joint venture ....................           --           --         --            287             --         287
  Repayments from affiliates........................        8,058           --         --             --         (8,058)         --
  Investment in marketable securities ..............      (32,000)          --         --        (21,700)            --     (53,700)
  Proceeds from sales and maturities of
       marketable securities .......................       23,000           --         --         36,771             --      59,771
                                                      -----------  -----------  ---------  -------------   ------------   ---------
         Net cash used for investing activities ....         (942)          --     (7,030)      (143,018)        (8,058)   (159,048)
                                                      -----------  -----------  ---------  -------------   ------------   ---------

CASH FLOWS FROM FINANCING ACTIVITIES
   Payment of long-term debt .......................           --       (8,058)        --        (31,356)         8,058     (31,356)
   Proceeds from issuance of ordinary shares .......        3,100           --         --             --             --       3,100
   Decrease in restricted cash .....................           --           --         --          1,477             --       1,477
                                                      -----------  -----------  ---------  -------------   ------------   ---------
       Net cash provided by (used for)
         financing activities ......................        3,100       (8,058)        --        (29,879)         8,058     (26,779)
                                                      -----------  -----------  ---------  -------------   ------------   ---------
INCREASE(DECREASE) IN CASH
     AND CASH EQUIVALENTS ..........................       15,403           --         --        (83,942)            --     (68,539)
CASH AND CASH EQUIVALENTS,
     BEGINNING OF PERIOD ...........................        9,317           --         --        183,192             --     192,509
                                                      -----------  -----------  ---------  -------------   ------------   ---------
CASH AND CASH EQUIVALENTS,
     END OF PERIOD .................................  $    24,720  $        --  $      --  $      99,250   $         --   $ 123,970
                                                      ===========  ===========  =========  =============   ============   =========
</Table>



                                       17
<PAGE>
NOTE 8 - SEGMENT AND RELATED INFORMATION

         We provide diversified services for the oil and gas industry. Our
reportable segments consist of the primary services we provide, which include
domestic and international offshore contract drilling and engineering and
consulting services. Although these segments are generally influenced by the
same economic factors, each represents a distinct service to the oil and gas
industry. Each of our drilling rigs is considered by us to be an operating
segment within our domestic and international offshore contract drilling
services reportable segments, and these operating segments are aggregated to
comprise our domestic and international contract drilling services reportable
segments in accordance with SFAS No. 131, Disclosure about Segments of an
Enterprise and Related Information ("SFAS 131").

         Our international contract drilling services segment conducts contract
drilling services in the Middle East, Mexico, the North Sea, Brazil, West
Africa, India and the Mediterranean Sea. Our domestic contract drilling services
segment conducts contract drilling services in the U.S. Gulf of Mexico. Our
engineering and consulting services segment, as represented by our Noble
Technology Services Division, provides drilling products and drilling-related
software programs, well site management, project management, technical services,
and operations support for our downhole technology tools.

         All intersegment sales pricing is based on current market conditions.
We evaluate the performance of our operating segments based on operating
revenues and net income. Summarized financial information of our reportable
segments for the three and six months ended June 30, 2004 and 2003 is shown in
the following table (in thousands). The "Other" column includes results of labor
contract drilling services, other insignificant operations and corporate related
items.

<Table>
<Caption>


                                  INTERNATIONAL   DOMESTIC     ENGINEERING
                                    CONTRACT      CONTRACT          &
                                    DRILLING      DRILLING      CONSULTING
                                    SERVICES      SERVICES       SERVICES       OTHER         TOTAL
                                   -----------   -----------   -------------  -----------   -----------
<S>                                <C>           <C>           <C>             <C>           <C>
THREE MONTHS ENDED JUNE 30, 2004

Revenues from external customers   $   171,386   $    60,835   $       3,651  $     17,137  $    253,009

Depreciation ...................        28,260        11,942             157           875        41,234
Operating costs and expenses ...       138,149        46,593           6,190        15,516       206,448
Equity in income of
  unconsolidated subsidiaries ..           806            --              --            --           806
Net income (loss) ..............        28,463         7,264          (2,586)        1,240        34,381
Total assets ...................     1,649,645     1,227,885          34,911       283,099     3,195,540

THREE MONTHS ENDED JUNE 30, 2003

Revenues from external customers   $   165,390   $    68,065   $       5,648  $      8,817  $    247,920
Depreciation ...................        23,324        11,684             140           883        36,031
Operating costs and expenses ...       121,842        50,342           8,470         8,596       189,250
Equity in income of
  unconsolidated subsidiaries ..           719            --              --            --           719
Net income (loss) ..............        37,123         9,900          (3,608)          323        43,738
Total assets ...................     1,501,583     1,317,977          32,207       246,167     3,097,934

</Table>


                                       18
<PAGE>

FORM 10-Q

<Table>
<Caption>
                                             INTERNATIONAL  DOMESTIC     ENGINEERING
                                               CONTRACT     CONTRACT         &
                                               DRILLING     DRILLING     CONSULTING
                                               SERVICES     SERVICES      SERVICES       OTHER        TOTAL
                                               ---------   ---------   --------------   ---------   ---------

SIX MONTHS ENDED JUNE 30, 2004

<S>                                            <C>         <C>         <C>              <C>         <C>
Revenues from external customers ...........   $ 329,420   $ 129,035   $       9,697   $  30,290   $ 498,442
Depreciation ...............................      56,108      23,978             328       1,745      82,159
Operating costs and expenses ...............     274,809      95,961          13,332      28,937     413,039
Equity in income of
  unconsolidated  subsidiaries .............       1,804          --              --          --       1,804
Net income (loss) ..........................      40,041      23,434          (3,817)      2,983      62,641

SIX MONTHS ENDED JUNE 30, 2003

Revenues from external customers ...........   $ 330,008   $ 128,470   $      16,255   $  18,195   $ 492,928
Depreciation ...............................      44,823      23,069             279       1,724      69,895
Operating costs and expenses ...............     242,969      97,493          21,273      17,805     379,540
Equity in income of
  unconsolidated  subsidiaries .............         341          --              --          --         341
Net income (loss) ..........................      70,390      15,219          (5,636)      3,186      83,159

</Table>

         The following table is a reconciliation of reportable segment net
income (loss) to our consolidated totals for the three and six months ended June
30, 2004 and 2003 (in thousands).


<Table>
<Caption>
                                              THREE MONTHS ENDED                  SIX MONTHS ENDED
                                                    JUNE 30,                          JUNE 30,
                                        -------------------------------   -------------------------------
                                              2004             2003            2004             2003
                                        --------------   --------------   --------------   --------------
<S>                                     <C>              <C>              <C>              <C>
Net income for reportable segments ..   $       33,141   $       43,415   $       59,658   $       79,973
Other net income ....................            1,240              323            2,983            3,186
                                        --------------   --------------   --------------   --------------
   Total consolidated net income ....   $       34,381   $       43,738   $       62,641   $       83,159
                                        ==============   ==============   ==============   ==============


</Table>


NOTE 9 - EMPLOYEE BENEFIT PLANS

         We have a U.S. noncontributory defined benefit pension plan which
covers substantially all salaried employees and a U.S. noncontributory defined
benefit pension plan which covers certain hourly employees, whose initial date
of employment is prior to August 1, 2004 (collectively referred to as our
"qualified domestic plans"). These plans are governed by the Noble Drilling
Corporation Retirement Trust. The benefits from these plans are based primarily
on years of service and, for the salaried plan, employees' compensation near
retirement. These plans qualify under the Employee Retirement Income Security
Act of 1974 ("ERISA"), and our funding policy is consistent with funding
requirements of ERISA and other applicable laws and regulations. We make cash
contributions to the qualified domestic plans when required. The benefit amount
that can be covered by the qualified domestic plans is limited under ERISA and
the Internal Revenue Code of 1986. Therefore, we maintain an unfunded,
nonqualified excess benefit plan designed to maintain benefits for all employees
at the formula level in the qualified domestic plans. We refer to the qualified
domestic plans and the excess benefit plan collectively as the "domestic plans."

         Each of Noble Drilling (U.K.) Limited, Noble Enterprises Limited and
Noble Drilling (Nederland) B.V., all indirect, wholly-owned subsidiaries of
Noble, maintains a pension plan which covers all of its salaried, nonunion
employees (collectively referred to as our "international plans"). Benefits are
based on credited service and the average of the highest three years of
qualified salary within the past 10 years of participation.



                                       19
<PAGE>
         Pension costs for the three and six months ended June 30, 2004 and 2003
includes the following components (in thousands):

<Table>
<Caption>
                                                                          THREE MONTHS ENDED JUNE 30,
                                                            -------------------------------------------------------
                                                                        2004                       2003
                                                            --------------------------  ---------------------------
                                                            INTERNATIONAL    DOMESTIC    INTERNATIONAL    DOMESTIC
                                                            -------------    ---------   -------------   ----------
<S>                                                         <C>              <C>         <C>             <C>
Service cost..............................................  $         541  $     1,210  $         489   $       876
Interest cost.............................................            598        1,024            504           872
Return on plan assets.....................................           (747)      (1,068)          (464)         (844)
Amortization of prior service cost........................              -           65              -            54
Amortization of transition obligation.....................             91            -            133             -
Recognized net actuarial (gain) loss .....................            (65)         225            (90)          174
                                                             ------------   ----------   ------------    ----------
Net pension expense.......................................  $         418        1,456  $         572   $     1,132
                                                            =============  ===========  =============   ===========
</Table>

<Table>
<Caption>
                                                                           SIX MONTHS ENDED JUNE 30,
                                                            -------------------------------------------------------
                                                                        2004                       2003
                                                            --------------------------  ---------------------------
                                                            INTERNATIONAL    DOMESTIC    INTERNATIONAL    DOMESTIC
                                                            -------------    ---------   -------------   ----------
<S>                                                         <C>              <C>         <C>             <C>
Service cost..............................................  $       1,144  $     2,324  $         978   $     1,752
Interest cost.............................................          1,196        2,048          1,008         1,744
Return on plan assets.....................................         (1,494)      (2,136)          (928)       (1,688)
Amortization of prior service cost........................              -          130              -           108
Amortization of transition obligation.....................            182            -            266             -
Recognized net actuarial (gain) loss .....................           (130)         450           (180)          348
                                                             ------------   ----------   ------------    ----------
Net pension expense                                          $        898   $    2,816   $      1,144    $    2,264
                                                             ============   ==========   ============    ==========
</Table>


         We previously disclosed in our financial statements for the year ended
December 31, 2003 that we expect to contribute approximately $5,000,000 to our
pension plans in 2004. As of June 30, 2004, there has been no change to this
expectation. We funded a total of $461,000 to our pension plans during the six
months ended June 30, 2004.


NOTE 10 - DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

         Our North Sea operations have a significant amount of its cash
operating expenses payable in either the Euro or British Pound. To reduce our
exposure to fluctuations in these currencies over the remainder of 2004, we
entered into forward contracts in March and April of this year to purchase
1,400,000 Euros and 1,200,000 British Pounds, respectively, per month for the
months April 2004 through December 2004. These contracts represent approximately
50 percent of our forecasted Euro and British Pound requirements for the
remainder of this year. These forward contracts are being accounted for as cash
flow hedges under SFAS No. 133, Accounting for Derivative Instruments and
Hedging Activities, as amended by SFAS No. 138, Accounting for Certain
Derivative Instruments and Certain Hedging Activities (an amendment of FASB
Statement No. 133), and SFAS No. 149, Amendment of Statement 133 on Derivative
Instruments and Hedging Activities. During the three and six months ended June
30, 2004, we reversed a net unrealized gain of $9,000 upon the settlement of
forward contracts. We recognized a net unrealized gain on outstanding contracts
during the three and six months ended June 30, 2004 of $210,000 and $233,000,
respectively. The cumulative net unrealized gain on these forward contracts of
$233,000 is included in "Accumulated other comprehensive income" in our
Consolidated Balance Sheet at June 30, 2004. We did not recognize a gain or loss
in our Consolidated Statements of Income for the three and six months ended June
30, 2004 related to these forward contracts.



                                       20
<PAGE>



         The balance of the net unrealized gain related to our foreign currency
forward contracts included in Accumulated other comprehensive income and related
activity for the three and six months ended June 30, 2004 is presented in the
following table:

<Table>
<Caption>
<S>                                                                          <C>
Net unrealized gain at December 31, 2003                                     $      --
Activity during the three months ended March 31, 2004:
     Net unrealized gain on outstanding forward contracts                       32,000
                                                                             ---------
Net unrealized gain at March 31, 2004                                           32,000
Activity during the three months ended June 30, 2004:
     Settlement of forward contracts                                            (9,000)
     Net unrealized gain on outstanding forward contracts                      210,000
                                                                             ---------
Net unrealized gain at June 30, 2004                                         $ 233,000
                                                                             =========

</Table>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
          OF OPERATIONS

FORWARD-LOOKING STATEMENTS

         This report on Form 10-Q includes "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. All statements
other than statements of historical facts included in this Form 10-Q, including,
without limitation, statements contained in this "Management's Discussion and
Analysis of Financial Condition and Results of Operations" regarding our
financial position, business strategy, plans and objectives of management for
future operations, industry conditions, and indebtedness covenant compliance,
are forward-looking statements. Although we believe that the expectations
reflected in such forward-looking statements are reasonable, we cannot assure
you that such expectations will prove to have been correct.

         We have identified factors that could cause actual plans or results to
differ materially from those included in any forward-looking statements. These
factors include, but are not limited to, the following:

         o        volatility in crude oil and natural gas prices;

         o        changes in our customers' drilling programs or budgets due to
                  their own internal corporate events, changes in the markets
                  and prices for oil and gas, or shifts in the relative
                  strengths of various geographic drilling markets brought on by
                  things such as a general economic slowdown, or regional or
                  worldwide recession, any of which could result in
                  deterioration in demand for our drilling services;

         o        our inability to execute any of our business strategies;

         o        changes in tax laws, tax treaties or tax regulations or the
                  interpretation or enforcement thereof, including taxing
                  authorities not agreeing with our assessment of the effects of
                  such laws, treaties and regulations;

         o        cancellation by our customers of drilling contracts or letter
                  agreements or letters of intent for drilling contracts or
                  their exercise of early termination provisions generally found
                  in our drilling contracts;

         o        intense competition in the drilling industry;

         o        changes in the rate of economic growth in the U.S. or in other
                  major international economies;

         o        political and economic conditions in markets where we from
                  time to time operate;

         o        adverse weather (such as hurricanes and monsoons) and seas;

         o        operational risks (such as blowouts, fires and loss of
                  production);

         o        changes in oil and gas drilling technology or in our
                  competitors' drilling rig fleets that could make our drilling
                  rigs less competitive or require major capital investment to
                  keep them competitive;

                                       21

<PAGE>



         o        costs and effects of unanticipated legal and administrative
                  proceedings;

         o        cost overruns or delays in shipyard repair, maintenance,
                  conversion or upgrade projects;

         o        limitations on our insurance coverage or our inability to
                  obtain or maintain insurance coverage at rates and with
                  deductible amounts that we believe are commercially
                  reasonable;

         o        the discovery of significant additional oil and/or gas
                  reserves or the construction of significant oil and/or gas
                  delivery or storage systems that impact regional or worldwide
                  energy markets;

         o        requirements and potential liability imposed by governmental
                  regulation of the drilling industry (including environmental
                  regulation);

         o        acts of war or terrorism;

         o        significant changes in trade, monetary or fiscal policies
                  worldwide, including changes in interest rates; and

         o        currency fluctuations between the U.S. dollar and other
                  currencies.

         All of the foregoing risks and uncertainties are beyond our ability to
control, and in many cases, we cannot predict the risks and uncertainties that
could cause our actual results to differ materially from those indicated by the
forward-looking statements. When used in this Form 10-Q, the words "believes",
"anticipates", "expects", "plans" and similar expressions as they relate to the
Company or its management are intended to identify forward-looking statements.


THE COMPANY

         We are a leading provider of diversified services for the oil and gas
industry. We perform contract drilling services with our fleet of 59 mobile
offshore drilling units located in key markets worldwide. This fleet consists of
13 semisubmersibles (including five Noble EVA-4000TM semisubmersibles), three
dynamically positioned drillships, 40 jackup rigs and three submersibles. Eight
of our jackup rigs and one of our semisubmersibles are capable of operating in
harsh environments. In addition to the rigs in our fleet described above, we
have purchased an option to acquire the premium jackup, the Maersk Valiant.
We anticipate the option will become exercisable by us around November 15, 2004.
Approximately 80 percent of the fleet is currently deployed in international
markets, principally including the Middle East, Mexico, the North Sea, Brazil,
West Africa, India and the Mediterranean Sea. We provide technologically
advanced drilling-related products and services designed to create value for our
customers. We also provide labor contract drilling services, well site and
project management services, and engineering services.

         Demand for drilling services depends on a variety of economic and
political factors, including worldwide demand for oil and gas, the ability of
the Organization of Petroleum Exporting Countries ("OPEC") to set and maintain
production levels and pricing, the level of production of non-OPEC countries and
the policies of the various governments regarding exploration and development of
their oil and gas reserves.

         Our results of operations depend on the levels of activity in offshore
oil and gas exploration, development and production in markets worldwide.
Historically, oil and gas prices and market expectations of potential changes in
these prices have significantly affected that level of activity. These prices
are extremely volatile. International markets are influenced more by oil prices
than natural gas prices. Despite oil prices in the first six months of 2004
being favorable for demand for our services, drilling activity in certain
international markets, including the North Sea and West Africa, was generally
weaker in this period than the first six months of 2003. We believe that
operators in these international markets have been reluctant to increase
drilling activity due to the uncertainty surrounding the worldwide economy, the
political unrest in the Middle East (including the military action in Iraq),
Nigeria and Venezuela, and difficulties in obtaining funding from
government-affiliated oil companies.

         Natural gas prices during the first six months of 2004 averaged $5.84
per thousand cubic feet (source: average Henry Hub closing bidweek price).
Despite these price levels, operators generally have not significantly increased
drilling activities in the U.S. Gulf of Mexico in water depths applicable to
jackups and submersibles due principally to a lack of quality drilling
prospects. We believe that drilling activity levels in water depths applicable
to semisubmersibles are beginning to show signs of improvement.



                                       22
<PAGE>

         Oil and gas companies continue to work through the effects of industry
consolidation. We expect that further consolidation among our customer base,
which can inhibit capital spending on exploration and development, could dampen
drilling activity levels.

         We cannot predict the future level of demand for our drilling services
or future conditions in the offshore contract drilling industry.

         In recent years, we have focused on increasing the number of rigs in
our fleet capable of deepwater offshore drilling. Since the beginning of 2000,
we have added two deepwater semisubmersibles to our fleet and have acquired two
additional semisubmersible baredeck hulls. We have incorporated this focus into
our broader, long-standing business strategy to actively expand our
international and deepwater capabilities through acquisitions, rig upgrades and
modifications and to deploy assets in important geological areas. We have also
increased the number of jackups in key international markets. Since the
beginning of 2000, through several acquisitions we have added eight jackups to
our international fleet and have acquired an option to purchase another jackup.
We have also mobilized nine jackups from the U.S. Gulf of Mexico to various
international markets, including Mexico, the Middle East and the Mediterranean
Sea.

RESULTS OF OPERATIONS

FOR THE THREE MONTHS ENDED JUNE 30, 2004 AND 2003

     GENERAL

         Net income for the second quarter of 2004 (the "Current Quarter") was
$34,381,000, or $0.26 per diluted share, on operating revenues of $253,009,000,
compared to net income for the second quarter of 2003 (the "Comparable Quarter")
of $43,738,000, or $0.33 per diluted share, on operating revenues of
$247,920,000.

         The following table sets forth operating revenues and operating costs
and expenses for each of our reportable segments (for additional information
regarding our reportable segments, see Note 8 of our accompanying consolidated
financial statements) for the periods indicated:


<Table>
<Caption>
                                                       INTERNATIONAL     DOMESTIC
                                                         CONTRACT        CONTRACT      ENGINEERING
                                                         DRILLING        DRILLING     & CONSULTING
                                                         SERVICES        SERVICES       SERVICES        OTHER          TOTAL
                                                       -------------   ------------   ------------   ------------   ------------
                                                                               (In thousands)
<S>                                                    <C>             <C>            <C>            <C>            <C>
THREE MONTHS ENDED JUNE 30, 2004

Operating Revenues:
     Contract drilling services ....................   $    167,370    $     58,297   $         --   $         --   $    225,667
     Reimbursables .................................          3,917           2,124          1,477          2,037          9,555
     Labor contract drilling services ..............             --              --             --         12,078         12,078
     Engineering, consulting and other .............             99             414          2,174          3,022          5,709
                                                       ------------    ------------   ------------   ------------   ------------
                                                       $    171,386    $     60,835   $      3,651   $     17,137   $    253,009
                                                       ============    ============   ============   ============   ============

Operating Costs and Expenses:
     Contract drilling services....................    $    102,052    $     30,388   $         --   $         --   $    132,440
     Reimbursables .................................          2,795           1,894          1,432          1,961          8,082
     Labor contract drilling services ..............             --              --             --          9,460          9,460
     Engineering, consulting and other .............           (482)            100          4,292          2,874          6,784
     Depreciation ..................................         28,260          11,942            157            875         41,234
     Selling, general and administrative ...........          5,524           2,269            309            346          8,448
                                                       ------------    ------------   ------------   ------------   ------------
                                                       $    138,149    $     46,593   $      6,190   $     15,516   $    206,448
                                                       ============    ============   ============   ============   ============
</Table>




                                       23
<PAGE>


<Table>
<Caption>
                                                     INTERNATIONAL      DOMESTIC
                                                        CONTRACT        CONTRACT       ENGINEERING
                                                        DRILLING        DRILLING      & CONSULTING
                                                        SERVICES        SERVICES         SERVICES        OTHER           TOTAL
                                                     -------------    -------------   -------------   -------------   -------------
                                                                                (In thousands)
<S>                                                  <C>              <C>             <C>             <C>             <C>
THREE MONTHS ENDED JUNE 30, 2003

Operating Revenues:
     Contract drilling services ..................   $     160,526    $      60,060   $          --   $          --   $     220,586
     Reimbursables ...............................           4,540            3,093           3,016             321          10,970
     Labor contract drilling services ............              --               --              --           7,219           7,219
     Engineering, consulting and other ...........             324            4,912           2,632           1,277           9,145
                                                     -------------    -------------   -------------   -------------   -------------
                                                     $     165,390    $      68,065   $       5,648   $       8,817   $     247,920
                                                     =============    =============   =============   =============   =============

Operating Costs and Expenses:
     Contract drilling services ..................   $      90,760    $      32,331   $          --   $          --   $     123,091
     Reimbursables ...............................           3,529            2,793           2,986             264           9,572
     Labor contract drilling services ............              --               --              --           5,878           5,878
     Engineering, consulting and other ...........             (66)           1,230           5,035           1,304           7,503
     Depreciation ................................          23,324           11,684             140             883          36,031
     Selling, general and administrative .........           4,295            2,304             309             267           7,175
                                                     -------------    -------------   -------------   -------------   -------------
                                                     $     121,842    $      50,342   $       8,470   $       8,596   $     189,250
                                                     =============    =============   =============   =============   =============
</Table>


    RIG UTILIZATION, OPERATING DAYS AND AVERAGE DAYRATES

         The following table sets forth the average rig utilization, operating
days and average dayrates for our rig fleet for the three months ended June 30,
2004 and 2003:

<Table>
<Caption>
                                                  AVERAGE RIG
                                                UTILIZATION (1)               OPERATING DAYS (2)            AVERAGE DAYRATE
                                          --------------------------    ---------------------------   ---------------------------
                                              THREE MONTHS ENDED            THREE MONTHS ENDED           THREE MONTHS ENDED
                                                   JUNE 30,                      JUNE 30,                     JUNE 30,
                                          --------------------------    ---------------------------   ---------------------------
                                             2004            2003            2004           2003          2004           2003
                                          ----------     -----------    ------------   ------------   ------------   ------------
<S>                                       <C>            <C>            <C>            <C>            <C>            <C>
International (3):
  Jackups ...........................             85%             85%          2,698          2,392   $     50,277   $     52,286
  Semisubmersibles - >6,000'(4) .....            100%            100%             91             91   $    143,499   $    125,628
  Semisubmersibles - <6,000'(5) .....            100%            100%             91             91   $     43,967   $     42,181
  Drillships ........................             67%            100%            182            273   $     80,564   $     73,950
                                                                        ------------   ------------
  Total International ...............             84%             87%          3,062          2,847   $     54,660   $     56,384
                                                                        ============   ============


Domestic (6):
  Jackups ...........................             94%             97%            171            354   $     45,817   $     27,876
  Semisubmersibles - >6,000'(4) .....             99%             71%            453            321   $     96,727   $    138,826
  Semisubmersibles - <6,000'(5) .....              0%             60%             --             55   $         --   $     48,073
  Submersibles ......................             98%             84%            267            152   $     24,888   $     19,638
                                                                        ------------   ------------
  Total Domestic ....................             82%             81%            891            882   $     65,429   $     68,095
                                                                        ============   ============
</Table>


----------

(1)      Information reflects our policy of reporting on the basis of the number
         of actively marketed rigs in our fleet. Percentages reflect the results
         of rigs only during the period in which they are owned or operated by
         us.

(2)      Information reflects the number of days that our rigs were operating
         under contractual terms.

(3)      "International" encompasses contract drilling services conducted in the
         Middle East, Mexico, the North Sea, Brazil, West Africa, India and the
         Mediterranean Sea.

(4)      These units have water depth ratings of 6,000 feet or greater depending
         on the unit.

(5)      These units have water depth ratings less than 6,000 feet.

(6)      "Domestic" encompasses contract drilling services conducted in the U.S.
         Gulf of Mexico.




                                       24
<PAGE>

     INTERNATIONAL CONTRACT DRILLING SERVICES

         The following table sets forth the operating revenues and the operating
costs and expenses for our international contract drilling services for the
three months ended June 30, 2004 and 2003:


<Table>
<Caption>
                                                                                 OPERATING COSTS
                                                OPERATING REVENUES                AND EXPENSES
                                           ---------------------------    ----------------------------
                                               THREE MONTHS ENDED               THREE MONTHS ENDED
                                                     JUNE 30,                       JUNE 30,
                                           ---------------------------    ----------------------------
                                               2004           2003            2004            2003
                                           ------------   ------------    ------------    ------------
                                                                 (In thousands)
<S>                                        <C>            <C>             <C>             <C>
Contract drilling services .............   $    167,370   $    160,526    $   102,052     $    90,760
Reimbursables (1) ......................          3,917          4,540          2,795           3,529
Labor contract drilling services .......             --             --             --              --
Engineering, consulting and other ......             99            324           (482)            (66)
Depreciation ...........................            N/A            N/A          28,260          23,324
Selling, general and administrative ....            N/A            N/A           5,524           4,295
                                           ------------   ------------    ------------    ------------
         Total .........................   $    171,386   $    165,390    $    138,149    $    121,842
                                           ============   ============    ============    ============
</Table>


(1)      We record reimbursements from customers for out-of-pocket expenses as
         revenues and the related direct cost as operating expenses. Changes in
         the amount of these reimbursables do not have a material effect on our
         financial position, results of operations or cash flows.

         OPERATING REVENUES. International contract drilling services revenues
increased $6,844,000 due to additional operating days in our Middle East
division, which includes India and the Mediterranean Sea, and Mexico, partially
offset by weaker market conditions in the North Sea and a shipyard project on
one of our deepwater drillships in Brazil. We had an additional 316 operating
days in our Middle East division in the Current Quarter due primarily to the
acquisition of the Noble Gene House and Noble Charlie Yester premium jackups in
July 2003 and September 2003, respectively, and the mobilization of the Noble
Carl Norberg premium jackup to the Mediterranean Sea from the U.S. Gulf of
Mexico in December 2003. The Noble Carl Norberg began a 14-month contract in
January 2004 following its mobilization to the Mediterranean Sea. In Mexico, we
experienced an increase of 91 operating days due to the mobilization of the
Noble Bill Jennings from the U.S. Gulf of Mexico in August 2003.

         Since September 2002, we have mobilized a total of seven jackups from
the U.S. Gulf of Mexico to Mexico for long-term contracts with Petroleos
Mexicanos ("Pemex"). The mobilization of these jackup rigs was pursuant to our
long-standing business strategy of deploying our assets in important geological
regions. We believe the long-term financial returns for our jackup rigs will be
higher in international regions due to relatively fewer quality drilling
prospects in the U.S. Gulf of Mexico at water depths applicable to these units.
As a result, we made the strategic decision to mobilize these units to Mexico
for long-term contracts.

         Market conditions in the North Sea have weakened over the past year.
Utilization in the Current Quarter decreased to 81 percent as compared to 95
percent in the Comparable Quarter, as three of our eight premium jackups in the
region experienced a combined 152 stacked (non-operating) days during the
Current Quarter. In addition, the average dayrate on our North Sea units
decreased nearly $10,000, from $60,150 to $50,247. We believe the gradual
maturing of the North Sea basin contributed to the decrease in average dayrates
in the region. We also believe that improvement in dayrates in this region will
be driven by the independent operators, who historically have been more
aggressive than major oil and gas companies in developing smaller reserve
targets. Market conditions appear to be improving in the North Sea, as two of
the three units that had experienced stacked time during the Current Quarter are
currently operating. In Brazil, the Noble Roger Eason drillship was in the
shipyard for all of the Current Quarter, versus operating the entire Comparable
Quarter. We are currently performing regulatory maintenance and upgrades to this
unit, which we estimate to be completed during the third quarter of 2004. Upon
completion of the shipyard work, the unit will commence a 700-day contract with
Petrobras at a dayrate of $96,250, plus performance bonuses. Our deepwater
semisubmersible in Brazil, the Noble Paul Wolff, experienced less downtime in
the Current Quarter versus the Comparable Quarter, which partially offset the
fewer operating days for the Noble Roger Eason.

         Average dayrates and utilization on our six jackups in West Africa were
relatively flat between the Current Quarter and Comparable Quarter. Two rigs
that were previously stacked began long-term contracts during the Current
Quarter, with two remaining stacked. We recently began upgrades and
refurbishments to our deepwater semisubmersible Noble Homer Ferrington in
preparation for a two-year contract with ExxonMobil in Nigeria. Nigeria
traditionally has the largest


                                       25
<PAGE>

concentration of drilling rigs in West Africa. Demand in Nigeria began to
decline in the latter part of 2002 due to political unrest attributable to
elections and strikes. Although this unrest declined towards the end of 2003,
demand did not improve as our customers were in the process of obtaining
approval for projects from the government-affiliated oil companies. Due to
geology which is favorable for offshore exploration and production, we believe
the prospects for drilling activity in West Africa are good and that our
operations in the region will provide financial returns over time which are
comparable to other key international regions. As a result, we have elected to
keep our six jackups in this market currently. We believe that the long-term
contracts we began in the Current Quarter, combined with the awarding of a
long-term contract for the Noble Homer Ferrington semisubmersible, support our
favorable outlook for this region.

         OPERATING COSTS AND EXPENSES. International contract drilling services
expenses increased $11,292,000 primarily due to the additional operating days in
our Middle East and Mexico divisions. The increase was largely attributable to
the mobilization of the Noble Bill Jennings and Noble Carl Norberg jackups from
the U.S. Gulf of Mexico to Mexico and the Mediterranean Sea, respectively, and
the acquisition of the Noble Charlie Yester and Noble Gene House jackup rigs,
which are both in our Middle East operating division. We also experienced labor
increases in all regions. Depreciation expense in our international contract
drilling services segment increased $4,936,000 due to the mobilization of the
two jackup rigs from the U.S. Gulf of Mexico and the acquisition of the Noble
Charlie Yester and Noble Gene House. See the discussion below under "Other
Items" regarding selling, general and administrative expenses.


    DOMESTIC CONTRACT DRILLING SERVICES

         The following table sets forth the operating revenues and the operating
costs and expenses for our domestic contract drilling services for the three
months ended June 30, 2004 and 2003:

<Table>
<Caption>
                                                                                    OPERATING COSTS
                                                OPERATING REVENUES                   AND EXPENSES
                                           -----------------------------   -----------------------------
                                                  THREE MONTHS ENDED             THREE MONTHS ENDED
                                                       JUNE 30,                       JUNE 30,
                                           -----------------------------   -----------------------------
                                                2004            2003           2004             2003
                                           -------------   -------------   -------------   -------------
                                                                   (In thousands)
<S>                                        <C>             <C>             <C>             <C>
Contract drilling services .............   $      58,297   $      60,060   $      30,388   $      32,331
Reimbursables (1) ......................           2,124           3,093           1,894           2,793
Labor contract drilling services .......              --              --              --              --
Engineering, consulting and other ......             414           4,912             100           1,230
Depreciation ...........................             N/A             N/A          11,942          11,684
Selling, general and administrative ....             N/A             N/A           2,269           2,304
                                           -------------   -------------   -------------   -------------
         Total .........................   $      60,835   $      68,065   $      46,593   $      50,342
                                           =============   =============   =============   =============
</Table>

----------

(1)      We record reimbursements from customers for out-of-pocket expenses as
         revenues and the related direct cost as operating expenses. Changes in
         the amount of these reimbursables do not have a material effect on our
         financial position, results of operations or cash flows.

         OPERATING REVENUES. Domestic contract drilling services revenues
decreased $1,763,000 due to fewer operating days for our jackup rigs following
the mobilization of two units to international locations during 2003, lower
utilization on the Noble Lorris Bouzigard semisubmersible and a lower average
dayrate on our other semisubmersibles. These factors were mostly offset by
higher utilization on the Noble Homer Ferrington semisubmersible and our
submersibles. The mobilization of the Noble Bill Jennings and Noble Carl Norberg
from the U.S. Gulf of Mexico to Mexico and the Mediterranean Sea, respectively,
was pursuant to our long-standing business strategy of deploying our assets in
important geological regions as described earlier. The lower average dayrate on
our semisubmersibles during the Current Quarter was due to certain units
operating on the spot-rate market with lower average dayrates than those earned
while under long-term contracts, and 17 days of downtime on the Noble Max Smith
for repairs while the unit was under contract. However, the Noble Homer
Ferrington semisubmersible operated for 89 days in the Current Quarter. This
unit was stacked the entire Comparable Quarter. We were recently awarded a
two-year contract in Nigeria for the Noble Homer Ferrington and the unit is
currently in the shipyard undergoing upgrades and refurbishments in preparation
for that contract. Although we are mobilizing this unit out of the U.S. Gulf of
Mexico, we believe the demand in the U.S. Gulf of Mexico for semisubmersibles
should continue to improve as more quality drilling prospects exist at water
depths applicable to these units than for jackups and submersibles. The decrease
in


                                       26
<PAGE>
engineering, consulting and other revenues of $4,498,000 was primarily related
to the sale of our interests in certain deepwater oil and gas properties during
the fourth quarter of 2003.

         OPERATING COSTS AND EXPENSES. Domestic contract drilling services
expenses decreased $1,943,000 due to the mobilization of jackup rigs to Mexico
and the Mediterranean Sea during the second half of 2003. The lower engineering,
consulting and other expenses of $1,130,000 was due to the sale of our interests
in certain deepwater oil and gas properties during the fourth quarter of 2003.
Depreciation expense increased $258,000 as depreciation due to the activation of
the Noble Therald Martin semisubmersible in November 2003 was mostly offset by
lower depreciation attributable to the mobilization of two jackup rigs to
international locations. See the discussion below under "Other Items" regarding
selling, general and administrative expenses.


    ENGINEERING & CONSULTING SERVICES

         The following table sets forth the operating revenues and the operating
costs and expenses for our engineering and consulting services for the three
months ended June 30, 2004 and 2003:

<Table>
<Caption>
                                                                                    OPERATING COSTS
                                                 OPERATING REVENUES                  AND EXPENSES
                                           -----------------------------   -----------------------------
                                                THREE MONTHS ENDED               THREE MONTHS ENDED
                                                      JUNE 30,                        JUNE 30,
                                           -----------------------------   -----------------------------
                                                2004            2003           2004             2003
                                           -------------   -------------   -------------   -------------
                                                                           (In thousands)
<S>                                        <C>             <C>             <C>             <C>
Contract drilling services .............   $          --   $          --   $          --   $          --
Reimbursables (1) ......................           1,477           3,016           1,432           2,986
Labor contract drilling services .......              --              --              --              --
Engineering, consulting and other ......           2,174           2,632           4,292           5,035
Depreciation ...........................             N/A             N/A             157             140
Selling, general and administrative ....             N/A             N/A             309             309
                                           -------------   -------------   -------------   -------------
         Total .........................   $       3,651   $       5,648   $       6,190   $       8,470
                                           =============   =============   =============   =============
</Table>

----------

(1)      We record reimbursements from customers for out-of-pocket expenses as
         revenues and the related direct cost as operating expenses. Changes in
         the amount of these reimbursables do not have a material effect on our
         financial position, results of operations or cash flows.

         OPERATING REVENUES. Excluding reimbursables, operating revenues for our
engineering and consulting services segment decreased $458,000 due to reduced
sales of drilling efficiency software in the Current Quarter.

         OPERATING COSTS AND EXPENSES. Excluding reimbursables, operating costs
and expenses for our engineering and consulting services segment decreased
$726,000 due primarily to higher research and development costs in the
Comparable Quarter for our Noble Technology Services Division.


                                       27
<PAGE>


    OTHER

         The following table sets forth the operating revenues and the operating
costs and expenses for our other services for the three months ended June 30,
2004 and 2003:

<Table>
<Caption>
                                                                                 OPERATING COSTS
                                                OPERATING REVENUES               AND EXPENSES
                                           ---------------------------   ---------------------------
                                               THREE MONTHS ENDED            THREE MONTHS ENDED
                                                     JUNE 30,                       JUNE 30,
                                           ---------------------------   ---------------------------
                                               2004           2003           2004          2003
                                           ------------   ------------   ------------   ------------
                                                                (In thousands)
<S>                                        <C>            <C>            <C>            <C>
Contract drilling services .............   $         --   $         --   $         --   $         --
Reimbursables (1) ......................          2,037            321          1,961            264
Labor contract drilling services .......         12,078          7,219          9,460          5,878
Engineering, consulting and other ......          3,022          1,277          2,874          1,304
Depreciation ...........................            N/A            N/A            875            883
Selling, general and administrative ....            N/A            N/A            346            267
                                           ------------   ------------   ------------   ------------
         Total .........................   $     17,137   $      8,817   $     15,516   $      8,596
                                           ============   ============   ============   ============
</Table>

----------
(1)      We record reimbursements from customers for out-of-pocket expenses as
         revenues and the related direct cost as operating expenses. Changes in
         the amount of these reimbursables do not have a material effect on our
         financial position, results of operations or cash flows.

         OPERATING REVENUES. Revenues from our labor contract drilling services
increased $4,859,000 due primarily to the start of a new labor contract in the
North Sea for five drilling platforms during the Current Quarter. In addition,
contractual provisions covering the Hibernia project in Canada allowed for
increases in the labor, maintenance and administrative portions of the dayrate
on the project since the Comparable Quarter. Engineering, consulting and other
revenues increased $1,745,000 due to increased activity on an engineering
services engagement in the North Sea.

         OPERATING COSTS AND EXPENSES. Excluding reimbursables, operating costs
and expenses for our other services increased $5,223,000 due to the additional
labor contract for five drilling platforms in the North Sea, higher labor,
maintenance and administrative costs related to our Hibernia project in Canada,
and the increased activity on an engineering services engagement in the North
Sea.


    OTHER ITEMS

         SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased $1,273,000 due to additional stock-based
compensation expense, additional retirement expenses, higher insurance premiums
for corporate-related policies, and additional professional fees associated with
compliance under the requirements of the Sarbanes-Oxley Act of 2002.

         INTEREST EXPENSE. Interest expense decreased $1,728,000 due to the
continued retirement of debt since the beginning of the Comparable Quarter.
Since April 1, 2003, we have made repayments of long-term debt totaling
$95,080,000, including $11,165,000 in the Current Quarter.

         OTHER, NET. Other, net increased $1,215,000 due primarily to foreign
exchange losses in the Comparable Quarter.

         INCOME TAX PROVISION. Income tax provision increased $191,000 due to a
higher effective tax rate in the Current Quarter, mostly offset by lower pretax
earnings. The effective tax rate was 14 percent in the Current Quarter compared
to 11 percent in the Comparable Quarter. The higher effective tax rate in the
Current Quarter was a result of additional earnings from rigs owned by U.S.
subsidiaries which were operating in Mexico, India and the Mediterranean Sea.



                                       28


<PAGE>


FOR THE SIX MONTHS ENDED JUNE 30, 2004 AND 2003

     GENERAL

         Net income for the six months ended June 30, 2004 (the "Current
Period") was $62,641,000, or $0.47 per diluted share, on operating revenues of
$498,442,000, compared to net income for the six months ended June 30, 2003 (the
"Comparable Period") of $83,159,000, or $0.63 per diluted share, on operating
revenues of $492,928,000.

         The following table sets forth operating revenues and operating costs
and expenses for each of our reportable segments (for additional information
regarding our reportable segments, see Note 8 of our accompanying consolidated
financial statements) for the periods indicated:


<Table>
<Caption>
                                                    INTERNATIONAL     DOMESTIC
                                                       CONTRACT       CONTRACT      ENGINEERING
                                                       DRILLING       DRILLING     & CONSULTING
                                                       SERVICES       SERVICES       SERVICES        OTHER          TOTAL
                                                    -------------   ------------   -------------  ------------   ------------
                                                                                (In thousands)
<S>                                                    <C>          <C>            <C>            <C>            <C>
SIX MONTHS ENDED JUNE 30, 2004

Operating Revenues:
     Contract drilling services .................... $   321,345    $    122,905   $         --   $         --   $    444,250
     Reimbursables .................................       7,886           5,074          2,018          4,626         19,604
     Labor contract drilling services ..............          --              --             --         20,469         20,469
     Engineering, consulting and other .............         189           1,056          7,679          5,195         14,119
                                                     -----------    ------------   ------------   ------------   ------------
                                                     $   329,420    $    129,035   $      9,697   $     30,290   $    498,442
                                                     ===========    ============   ============   ============   ============

Operating Costs and Expenses:
     Contract drilling services....................  $   203,696    $     62,549   $         --   $         --   $    266,245
     Reimbursables ................................        5,938           4,777          1,986          4,458         17,159
     Labor contract drilling services .............           --              --             --         16,286         16,286
     Engineering, consulting and other ............       (1,342)            343         10,399          5,481         14,881
     Depreciation .................................       56,108          23,978            328          1,745         82,159
     Selling, general and administrative ..........       10,409           4,314            619            967         16,309
                                                     -----------    ------------   ------------   ------------   ------------
                                                     $   274,809    $     95,961   $     13,332   $     28,937   $    413,039
                                                     ===========    ============   ============   ============   ============
</Table>



                                       29
<PAGE>

<Table>
<Caption>
                                                      INTERNATIONAL      DOMESTIC
                                                         CONTRACT        CONTRACT      ENGINEERING
                                                         DRILLING        DRILLING     & CONSULTING
                                                         SERVICES        SERVICES       SERVICES        OTHER          TOTAL
                                                      -------------    ------------   ------------   ------------   ------------
                                                                                (In thousands)
<S>                                                    <C>             <C>            <C>            <C>            <C>
SIX MONTHS ENDED JUNE 30, 2003

Operating Revenues:
     Contract drilling services ....................   $    320,433    $    116,521   $         --   $         --   $    436,954
     Reimbursables .................................          8,955           4,992         11,223          2,139         27,309
     Labor contract drilling services ..............             --              --             --         13,915         13,915
     Engineering, consulting and other .............            620           6,957          5,032          2,141         14,750
                                                       ------------    ------------   ------------   ------------   ------------
                                                       $    330,008    $    128,470   $     16,255   $     18,195   $    492,928
                                                       ============    ============   ============   ============   ============

Operating Costs and Expenses:
     Contract drilling services.....................   $    183,250    $     63,688   $         --   $         --   $    246,938
     Reimbursables .................................          7,176           4,584         10,973          2,037         24,770
     Labor contract drilling services ..............             --              --             --         11,601         11,601
     Engineering, consulting and other .............           (232)          1,787          9,403          1,941         12,899
     Depreciation ..................................         44,823          23,069            279          1,724         69,895
     Selling, general and administrative ...........          7,952           4,365            618            502         13,437
                                                       ------------    ------------   ------------   ------------   ------------
                                                       $    242,969    $     97,493   $     21,273   $     17,805   $    379,540
                                                       ============    ============   ============   ============   ============
</Table>


    RIG UTILIZATION, OPERATING DAYS AND AVERAGE DAYRATES

         The following table sets forth the average rig utilization, operating
days and average dayrates for our rig fleet for the six months ended June 30,
2004 and 2003:

<Table>
<Caption>
                                       AVERAGE RIG
                                      UTILIZATION (1)             OPERATING DAYS (2)            AVERAGE DAYRATE
                                 -------------------------    ------------------------   ----------------------------
                                      SIX MONTHS ENDED            SIX MONTHS ENDED             SIX MONTHS ENDED
                                          JUNE 30,                    JUNE 30,                     JUNE 30,
                                 -------------------------    ------------------------   ----------------------------
                                     2004         2003           2004           2003          2004           2003
                                 ----------    -----------    -----------   ----------   --------------  ------------
<S>                              <C>           <C>            <C>           <C>          <C>             <C>
International (3):
  Jackups........................      83%              87%         5,255        4,793   $       50,124  $     51,923
  Semisubmersibles - >6,000'(4)..     100%             100%           182          181   $      137,005  $    139,921
  Semisubmersibles - <6,000'(5)..     100%              90%           182          163   $       42,057  $     42,012
  Drillships.....................      67%             100%           364          543   $       69,659  $     72,545
                                                              -----------   ----------
  Total International............      82%              88%         5,983        5,680   $       53,710  $     56,414
                                                              ===========   ==========


Domestic (6):
  Jackups........................      95%              87%           344          704   $       43,516  $     28,178
  Semisubmersibles - >6,000'(4)..      99%              78%           908          707   $      103,477  $    125,187
  Semisubmersibles - <6,000'(5)..      16%              70%            58           86   $       38,348  $     47,105
  Submersibles...................      88%              60%           482          218   $       24,386  $     18,927
                                                              -----------   ----------
  Total Domestic.................      82%              78%         1,792        1,715   $       68,585  $     67,942
                                                              ===========   ==========
</Table>

----------
(1)      Information reflects our policy of reporting on the basis of the number
         of actively marketed rigs in our fleet. Percentages reflect the results
         of rigs only during the period in which they are owned or operated by
         us.

(2)      Information reflects the number of days that our rigs were operating
         under contractual terms.

(3)      "International" encompasses contract drilling services conducted in the
         Middle East, Mexico, the North Sea, Brazil, West Africa, India and the
         Mediterranean Sea.

(4)      These units have water depth ratings of 6,000 feet or greater depending
         on the unit.

(5)      These units have water depth ratings less than 6,000 feet.

(6)      "Domestic" encompasses contract drilling services conducted in the U.S.
         Gulf of Mexico.


                                       30

<PAGE>

     INTERNATIONAL CONTRACT DRILLING SERVICES

         The following table sets forth the operating revenues and the operating
costs and expenses for our international contract drilling services for the six
months ended June 30, 2004 and 2003:

<Table>
<Caption>
                                                                                 OPERATING COSTS
                                                OPERATING REVENUES                AND EXPENSES
                                           ---------------------------   ----------------------------
                                                SIX MONTHS ENDED               SIX MONTHS ENDED
                                                     JUNE 30,                       JUNE 30,
                                           ---------------------------   ----------------------------
                                               2004            2003          2004             2003
                                           ------------   ------------   ------------    ------------
                                                                (In thousands)
<S>                                        <C>            <C>            <C>             <C>
Contract drilling services .............   $    321,345   $    320,433   $    203,696    $    183,250
Reimbursables (1) ......................          7,886          8,955          5,938           7,176
Labor contract drilling services .......             --             --             --              --
Engineering, consulting and other ......            189            620         (1,342)           (232)
Depreciation ...........................            N/A            N/A         56,108          44,823
Selling, general and administrative ....            N/A            N/A         10,409           7,952
                                           ------------   ------------   ------------    ------------
         Total .........................   $    329,420   $    330,008   $    274,809    $    242,969
                                           ============   ============   ============    ============
</Table>

----------
(1)      We record reimbursements from customers for out-of-pocket expenses as
         revenues and the related direct cost as operating expenses. Changes in
         the amount of these reimbursables do not have a material effect on our
         financial position, results of operations or cash flows.

         OPERATING REVENUES. International contract drilling services revenues
increased $912,000 as additional operating days in our Middle East and Mexico
divisions were mostly offset by weaker market conditions in the North Sea and
West Africa, and a shipyard project on the Noble Roger Eason drillship in
Brazil. We had 565 additional operating days in our Middle East division due
primarily to the acquisition of the Noble Gene House and Noble Charlie Yester
premium jackups in July 2003 and September 2003, respectively, and the
mobilization of the Noble Carl Norberg premium jackup to the Mediterranean Sea
from the U.S. Gulf of Mexico in December 2003. In Mexico, we experienced an
additional 351 operating days due to the mobilization of three premium jackups
from the U.S. Gulf of Mexico since the beginning of the Comparable Period for
long-term contracts with Pemex. The weaker market conditions in the North Sea
resulted in lower utilization and average dayrates in the Current Period for
this region. Utilization in the North Sea in the Current Period decreased to 88
percent from 96 percent in the Comparable Period, while our average dayrate
decreased 14 percent to $50,019. Although our average dayrate in West Africa
decreased only 3 percent, utilization was only 45 percent in the Current Period
as compared to 66 percent in the Comparable Period.

         OPERATING COSTS AND EXPENSES. International contract drilling services
expenses increased $20,446,000 due to the additional operating days in our
Middle East and Mexico divisions following the acquisition of two premium
jackups and the mobilization of a combined four premium jackups out of the U.S.
Gulf of Mexico into these regions since the beginning of the Comparable Period.
In addition, we performed maintenance projects on our three drillships in
Brazil, including the Noble Roger Eason project that is currently ongoing, and
we experienced higher labor costs in all of our international regions.
Engineering, consulting and other expenses in our international contract
drilling services segment decreased $1,110,000 due to lower minority interest
related to our Noble Muravlenko drillship. The Noble Muravlenko, in which we own
an 82 percent interest, incurred additional downtime in the Current Period,
resulting in reduced minority interest. Depreciation expense increased
$11,285,000 due to the mobilization of four rigs to international locations
during 2003 and the acquisition of the Noble Gene House and Noble Charlie Yester
during 2003. See the discussion below under "Other items" regarding selling,
general and administrative expenses.


                                       31



<PAGE>


    DOMESTIC CONTRACT DRILLING SERVICES

         The following table sets forth the operating revenues and the operating
costs and expenses for our domestic contract drilling services for the six
months ended June 30, 2004 and 2003:

<Table>
<Caption>
                                                                               OPERATING COSTS
                                                OPERATING REVENUES              AND EXPENSES
                                           ---------------------------   ---------------------------
                                                 SIX MONTHS ENDED             SIX MONTHS ENDED
                                                     JUNE 30,                      JUNE 30,
                                           ---------------------------   ---------------------------
                                               2004           2003           2004           2003
                                           ------------   ------------   ------------   ------------
                                                                  (In thousands)
<S>                                        <C>            <C>            <C>            <C>
Contract drilling services .............   $    122,905   $    116,521   $     62,549   $     63,688
Reimbursables (1) ......................          5,074          4,992          4,777          4,584
Labor contract drilling services .......             --             --             --             --
Engineering, consulting and other ......          1,056          6,957            343          1,787
Depreciation ...........................            N/A            N/A         23,978         23,069
Selling, general and administrative ....            N/A            N/A          4,314          4,365
                                           ------------   ------------   ------------   ------------
         Total .........................   $    129,035   $    128,470   $     95,961   $     97,493
                                           ============   ============   ============   ============
</Table>

----------
(1)      We record reimbursements from customers for out-of-pocket expenses as
         revenues and the related direct cost as operating expenses. Changes in
         the amount of these reimbursables do not have a material effect on our
         financial position, results of operations or cash flows.

         OPERATING REVENUES. Domestic contract drilling services revenues
increased $6,384,000 due to higher utilization and average dayrates on our
submersibles, a higher average dayrate on our jackups and increased utilization
on our Noble Homer Ferrington semisubmersible. These items were partially offset
by a lower average dayrate on our other semisubmersibles and the mobilization of
four premium jackups out of the U.S. Gulf of Mexico to international locations
since the beginning of the Comparable Period. Market conditions for jackups and
submersibles in the U.S. Gulf of Mexico began to improve during the Current
Period as the supply of such rigs has come closer into balance with demand
following the industry's mobilization of jackup rigs out of this region for
international opportunities. Utilization of our submersibles increased to 88
percent from 60 percent in the Comparable Period, while the average dayrate on
these units increased 29 percent to $24,386. Likewise, the average dayrate on
our jackup rigs increased 54 percent, although we experienced 360 fewer
operating days due to the mobilization of the three premium jackups to Mexico
for long-term contracts with Pemex and the mobilization of another premium
jackup to the Mediterranean Sea during 2003. The Noble Homer Ferrington operated
for 180 days in the Current Period, compared to 57 days in the Comparable
Period. However, the average dayrate on the units with water depth ratings of
6,000 feet or greater decreased 17 percent due to certain units operating on the
spot-rate market with lower average dayrates than those earned while under
long-term contracts, and additional downtime in the Current Period. The decrease
in engineering, consulting and other revenues of $5,901,000 was attributable to
the sale of our interest in certain deepwater oil and gas properties during the
fourth quarter of 2003.

         OPERATING COSTS AND EXPENSES. Domestic contract drilling services
expenses decreased $1,139,000 due to the mobilization of four jackup rigs from
the U.S. Gulf of Mexico to international regions, partially offset by increased
costs attributable to the activation of the Noble Lorris Bouzigard and Noble
Therald Martin semisubmersibles, which were placed into service in March 2003
and November 2003, respectively. The lower engineering, consulting and other
expenses of $1,444,000 was due to the sale of our interests in certain deepwater
oil and gas properties during the fourth quarter of 2003. Depreciation expense
increased $909,000 as depreciation attributable to the activation of the Noble
Lorris Bouzigard and Noble Therald Martin semisubmersibles more than offset the
reduced depreciation related to the mobilization of four premium jackups out of
the U.S. Gulf of Mexico. See the discussion below under "Other items" regarding
selling, general and administrative expenses.



                                       32

<PAGE>


    ENGINEERING & CONSULTING SERVICES

         The following table sets forth the operating revenues and the operating
costs and expenses for our engineering and consulting services for the six
months ended June 30, 2004 and 2003:

<Table>
<Caption>
                                                                                 OPERATING COSTS
                                                 OPERATING REVENUES               AND EXPENSES
                                           ---------------------------   ---------------------------
                                                SIX MONTHS ENDED               SIX MONTHS ENDED
                                                     JUNE 30,                       JUNE 30,
                                           ---------------------------   ---------------------------
                                                2004         2003            2004           2003
                                           ------------   ------------   ------------   ------------
                                                                           (In thousands)
<S>                                        <C>            <C>            <C>            <C>
Contract drilling services .............   $         --   $         --   $         --   $         --
Reimbursables (1) ......................          2,018         11,223          1,986         10,973
Labor contract drilling services .......             --             --             --             --
Engineering, consulting and other ......          7,679          5,032         10,399          9,403
Depreciation ...........................            N/A            N/A            328            279
Selling, general and administrative ....            N/A            N/A            619            618
                                           ------------   ------------   ------------   ------------
         Total .........................   $      9,697   $     16,255   $     13,332   $     21,273
                                           ============   ============   ============   ============
</Table>

----------
(1)      We record reimbursements from customers for out-of-pocket expenses as
         revenues and the related direct cost as operating expenses. Changes in
         the amount of these reimbursables do not have a material effect on our
         financial position, results of operations or cash flows.

         OPERATING REVENUES. Excluding reimbursables, operating revenues for our
engineering and consulting services segment increased $2,647,000 due to a
license sale for our OptiDrill(TM) drilling efficiency technology in the Current
Period, partially offset by reduced sales of other drilling efficiency software.

         OPERATING COSTS AND EXPENSES. Excluding reimbursables, operating costs
and expenses for our engineering and consulting services segment increased
$1,046,000 due to the testing and development of our Well Director(TM) automatic
rotary steerable drilling system, partially offset by higher research and
development costs in the Comparable Period for our Noble Technology Services
Division.

    OTHER

         The following table sets forth the operating revenues and the operating
costs and expenses for our other services for the six months ended June 30, 2004
and 2003:

<Table>
<Caption>
                                                                                OPERATING COSTS
                                                OPERATING REVENUES               AND EXPENSES
                                           ---------------------------   ---------------------------
                                                 SIX MONTHS ENDED              SIX MONTHS ENDED
                                                     JUNE 30,                      JUNE 30,
                                           ---------------------------   ---------------------------
                                                2004          2003           2004           2003
                                           ------------   ------------   ------------   ------------
                                                                           (In thousands)
<S>                                        <C>            <C>            <C>            <C>
Contract drilling services .............   $         --   $         --   $         --   $         --
Reimbursables (1) ......................          4,626          2,139          4,458          2,037
Labor contract drilling services .......         20,469         13,915         16,286         11,601
Engineering, consulting and other ......          5,195          2,141          5,481          1,941
Depreciation ...........................            N/A            N/A          1,745          1,724
Selling, general and administrative ....            N/A            N/A            967            502
                                           ------------   ------------   ------------   ------------
         Total .........................   $     30,290   $     18,195   $     28,937   $     17,805
                                           ============   ============   ============   ============
</Table>

----------
(1)      We record reimbursements from customers for out-of-pocket expenses as
         revenues and the related direct cost as operating expenses. Changes in
         the amount of these reimbursables do not have a material effect on our
         financial position, results of operations or cash flows.



                                       33

<PAGE>

         OPERATING REVENUES. Revenues from our labor contract drilling services
increased $6,554,000 due to the start of a new labor contract in the North Sea
for five drilling platforms during the Current Period. Foreign exchange
fluctuations related to our operations in Canada on the Hibernia project also
resulted in higher revenues. We are paid for this work in Canadian dollars, and
the Canadian dollar was stronger in the Current Period than in the Comparable
Period. In addition, contractual provisions covering the Hibernia project
allowed for increases in the labor, maintenance and administrative portions of
the dayrate on the project during the Current Period. Engineering, consulting
and other revenues increased $3,054,000 due to increased activity on an
engineering services engagement in the North Sea.

         OPERATING COSTS AND EXPENSES. Excluding reimbursables, operating costs
and expenses for our other services increased $8,711,000 due to the additional
labor contract for five drilling platforms in the North Sea, the stronger
Canadian dollar, higher labor, maintenance and administrative costs related to
our Hibernia project in Canada, and the increased activity on an engineering
services engagement in the North Sea.


    OTHER ITEMS

         SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased $2,872,000 due to additional professional fees
associated with compliance under the requirements of the Sarbanes-Oxley Act of
2002, additional stock-based compensation expense, additional retirement
expenses and higher insurance premiums for corporate-related policies.

         INTEREST EXPENSE. Interest expense decreased $3,155,000 due to the
continued retirement of debt since the beginning of the Comparable Period. Since
January 1, 2003, we have made repayments of long-term debt totaling
$110,628,000, including $30,048,000 in the Current Period.

         OTHER, NET. Other, net increased $3,631,000 due to additional equity in
income from our 50 percent equity interest in Noble Crosco Drilling Ltd., a
joint venture which owns the Panon jackup rig, and additional foreign exchange
losses in the Comparable Period. The Panon was in the shipyard for two months
during the Comparable Period, whereas the rig operated the entire Current
Period.

         INCOME TAX PROVISION. Income tax provision decreased $681,000 due to
lower pretax earnings, partially offset by a higher effective tax rate in the
Current Period. The effective tax rate was 13 percent in the Current Period
compared to 11 percent in the Comparable Period. The higher effective tax rate
in the Current Period was a result of additional earnings from rigs owned by
U.S. subsidiaries which were operating in Mexico, India and the Mediterranean
Sea.


LIQUIDITY AND CAPITAL RESOURCES

    OVERVIEW

         Our principal capital resource in the Current Period was net cash
provided by operating activities of $126,795,000, which compared to $117,288,000
in the Comparable Period. Although net income in the Current Period was
$20,518,000 less than the Comparable Period, $15,952,000 of the decrease was
attributable to increased depreciation and the amortization of deferred repairs
and maintenance expenditures. In addition, our change in working capital was
$17,629,000 higher in the Current Period than the Comparable Period.

         At June 30, 2004, we had cash and cash equivalents of $116,395,000,
$93,256,000 of marketable debt securities and $57,233,000 of funds available
under our bank credit facility. We had working capital, including cash, of
$218,207,000 and $177,936,000 at June 30, 2004 and December 31, 2003,
respectively. Total debt as a percentage of total debt plus shareholders' equity
decreased to 20 percent at June 30, 2004 from 21 percent at December 31, 2003
and 24 percent at June 30, 2003.

         We repurchased 1,087,000 of our ordinary shares during the Current
Quarter and Current Period at a total cost of $39,714,000. Additional
repurchases, if any, may be made on the open market or in private transactions
at prices determined by us. Share repurchases are effected pursuant to the share
repurchase program which our board of directors authorized and adopted and which
we announced on January 31, 2002. The program authorization covers an aggregate
of 15,000,000 ordinary shares. As of August 2, 2004, 9,162,000 shares remained
available under this authorization. Proceeds from the exercise of stock options
by employees of the Company were $24,186,000 in the Current Period, as compared
to $3,100,000



                                       34

<PAGE>

in the Comparable Period. The sales price of our ordinary shares reached a high
of $42.91 in the Current Period, as compared to a high of $38.40 in the
Comparable Period.


    CAPITAL EXPENDITURES

         Capital expenditures totaled $64,579,000 and $74,954,000 for the
Current Quarter and Comparable Quarter, respectively, and $78,450,000 and
$150,975,000 for the Current Period and Comparable Period, respectively.
Included in capital expenditures for the Current Quarter and Current Period was
$29,500,000 for the acquisition of the Okhi (renamed the Noble Mark Burns), a
300 feet Levingston 111-S designed independent leg jackup unit that is currently
equipped to operate in 230 feet of water. Expenditures in the Comparable Period
included capital upgrade costs for the Noble Clyde Boudreaux, Noble Lorris
Bouzigard and Noble Therald Martin of $24,333,000, $14,833,000 and $52,960,000,
respectively. Deferred repair and maintenance expenditures totaled $13,290,000
and $8,205,000 for the Current Quarter and Comparable Quarter, respectively, and
$22,691,000 and $14,431,000 for the Current Period and Comparable Period,
respectively. We expect our capital expenditures and deferred repair and
maintenance expenditures for the period July 1 through December 31, 2004 will
aggregate approximately $140,000,000 and $30,000,000, respectively, including
$62,000,000 for the exercise of options to purchase two additional jackup
drilling rigs, and $10,000,000 for a portion of the related capital upgrades of
those two units. We exercised the first of these two options in July 2004,
acquiring the Maersk Viking (renamed the Noble Cees van Diemen) premium jackup
rig for an exercise price of $32,900,000. Together with the option fee of
$15,000,000 we paid in June 2003, the aggregate purchase price for the rig was
therefore $47,900,000. The estimate of capital expenditures and deferred repair
and maintenance expenditures for the period July 1 through December 31, 2004
also includes approximately $20,000,000 for the Noble Homer Ferrington
semisubmersible related to the unit's upgrade and refurbishment in preparation
for a two-year contract in Nigeria. We expect this project to be completed
during the fourth quarter of 2004.

         In connection with several projects, we have entered into agreements
with various vendors to purchase or construct property and equipment that
generally have long lead times for delivery. If we do not proceed with any
particular project, we may either seek to cancel outstanding purchase
commitments related to that project or complete the purchase of the property and
equipment. Any equipment purchased for a project on which we do not proceed
would be used, where applicable, as capital spares for other units in our fleet.
If we cancel any of the purchase commitments, the amounts ultimately paid by us,
if any, would be subject to negotiation. As of June 30, 2004, we had
approximately $35,000,000 of outstanding purchase commitments related to these
projects, which are included in the projected 2004 capital expenditure and
deferred repair and maintenance amounts above.

         Certain projects currently under consideration could require, if they
materialize, capital expenditures or other cash requirements not included in the
above estimates. In addition, we will continue to evaluate acquisitions of
drilling units from time to time. Other factors that could cause actual capital
expenditures to materially exceed the planned capital expenditures include
delays and cost overruns in shipyards, shortages of equipment, latent damage or
deterioration to hull, equipment and machinery in excess of engineering
estimates and assumptions, and changes in design criteria or specifications
during repair or construction.

    CREDIT FACILITIES AND LONG-TERM DEBT

         Noble Drilling Corporation ("Noble Drilling"), an indirect,
wholly-owned subsidiary of Noble Corporation ("Noble"), has in place a
$200,000,000 bank credit agreement (the "Credit Agreement"), which extends
through May 30, 2006. Noble and one of its wholly-owned subsidiaries, Noble
Holding (U.S.) Corporation, unconditionally guarantee the performance of Noble
Drilling under the Credit Agreement. As of June 30, 2004, we had outstanding
borrowings and outstanding letters of credit of $125,000,000 and $17,767,000,
respectively, under the Credit Agreement, with $57,233,000 remaining available
thereunder. Additionally, as of June 30, 2004, we had other letters of credit
and third-party corporate guarantees totaling $32,326,000 and $40,382,000 of
performance and customs bonds supported by surety bonds.

         At June 30, 2004, total long-term debt was $559,528,000, including
current maturities of $26,991,000, compared to total long-term debt of
$589,573,000, including current maturities of $47,666,000, at December 31, 2003.
At June 30, 2003, total long-term debt was $638,790,000, including current
maturities of $71,371,000.

         We believe that our cash and cash equivalents, net cash provided by
operating activities, available borrowings under lines of credit, and access to
other financing sources will be adequate to meet our anticipated short-term and
long-term liquidity requirements, including capital expenditures and scheduled
debt repayments.



                                       35

<PAGE>

    CONTINGENCIES

         Noble Asset Company Limited ("NACL"), a wholly-owned, indirect
subsidiary of Noble, has been named one of 21 parties served a Show Cause Notice
issued by the Commissioner of Customs (Prev.), Mumbai, India. The Show Cause
Notice concerns alleged violations of Indian Customs laws and regulations
regarding one of our jackup drilling rigs. The Commissioner alleges certain
violations to have occurred before, at the time of, and after NACL acquired the
rig from the rig's previous owner. In connection with the export of the rig from
India in 2001, NACL posted a bank guarantee in the amount of $3,300,000 and a
customs bond in the amount of $21,340,000, both of which remain in place. We
maintain that NACL has acted in accordance with all Indian Customs laws and
regulations and believe the Show Cause Notice is without merit as against NACL.
In the purchase agreement for the rig, NACL received contractual indemnification
against liability for Indian customs duty from the rig's previous owner. We do
not believe the resolution of this matter will have a material adverse effect on
our financial position, results of operations or cash flows.

         We are a defendant in certain claims and litigation arising out of
operations in the normal course of business. In the opinion of management,
uninsured losses, if any, will not be material to our financial position,
results of operations or cash flows.


ACCOUNTING PRONOUNCEMENTS

         In January 2003, the Financial Accounting Standards Board issued
Interpretation No. 46, Consolidation of Variable Interest Entities, an
Interpretation of ARB No. 51 ("FIN 46"). FIN 46 clarifies the application of
Accounting Research Bulletin No. 51, Consolidated Financial Statements, to
certain entities in which equity investors do not have the characteristics of a
controlling financial interest or do not have sufficient equity at risk for the
entity to finance its activities without additional subordinated financial
support from other parties. FIN 46 requires a company to consolidate a variable
interest entity, as defined, when the company will absorb a majority of the
variable interest entity's expected losses or receive a majority of the variable
interest entity's expected residual returns. FIN 46 also requires certain
disclosures relating to consolidated variable interest entities and
unconsolidated variable interest entities in which a company has a significant
variable interest. In December 2003, the FASB issued FIN 46-R, which amended the
effective date of FIN 46 other than for variable interest entities which are
special purpose entities created prior to February 1, 2003. Pursuant to FIN
46-R, except for special purpose entities, the consolidation and disclosure
provisions of FIN 46 are effective for reporting periods ending after March 15,
2004. The disclosure and consolidation provisions of FIN 46 applied immediately
to special purpose entities. We did not consolidate our equity interest in our
Noble Crosco Drilling Ltd. joint venture under the provisions of FIN 46-R, and
therefore the adoption of FIN 46-R did not have a material impact on our
consolidated results of operations, cash flows or financial position.

         In December 2003, the FASB issued SFAS 132 (revised 2003), Employers'
Disclosures about Pensions and Other Postretirement Benefits, an amendment of
FASB Statements No. 87, 88 and 106, and a revision of FASB Statement No. 132
("SFAS 132 (revised 2003)"). SFAS 132 (revised 2003) revises employers'
disclosures about pension plans and other postretirement benefit plans. SFAS 132
(revised 2003) does not change the measurement or recognition of those plans
required by SFAS No. 87, Employer's Accounting for Pensions, SFAS No. 88,
Employer's Accounting for Settlements and Curtailments of Defined Benefit
Pension Plans and for Termination Benefits, and SFAS No. 106, Employer's
Accounting for Postretirement Benefits Other than Pensions. The new rules
require additional disclosures about the assets, obligations, cash flows, and
net periodic benefit cost of defined benefit pension plans and other
postretirement benefit plans. The new disclosures are effective for fiscal
periods ending after December 15, 2003, with a delayed effective date until
fiscal years ending after June 15, 2004 for certain disclosures regarding
foreign plans. Beginning in the first interim period commencing after December
15, 2003, SFAS 132 (revised 2003) requires companies to disclose in their
interim financial reports net periodic benefit costs (and the components of
those costs) for pension and other postretirement benefits and updated
information on expected contributions. See Note 9 to our accompanying
consolidated financial statements for the disclosures required by SFAS 132
(revised 2003).


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Market risk is the potential for loss due to a change in the value of a
financial instrument as a result of fluctuations in interest rates, currency
exchange rates or equity prices. We own investments in both marketable equity
and debt securities. To mitigate the risk of losses, these investments are
marked to market periodically and are monitored by management to assure
compliance with policies established by the Company. A portion of the marketable
equity securities we own, consisting primarily of interests in mutual funds, are
held by a Rabbi Trust established and maintained by us in connection with the
Noble Drilling Corporation 401(k) Savings Restoration Plan. Any decrease in the
fair value of these investments would result in a


                                       36


<PAGE>

comparable decrease in the deferred compensation plan obligation and would not
materially affect our consolidated results of operations, cash flows or
financial position.

         We are subject to market risk exposure related to changes in interest
rates on our Credit Agreement. Interest on our Credit Agreement is at an agreed
upon percentage point spread above LIBOR. At June 30, 2004, there was
$125,000,000 of outstanding borrowings under our Credit Agreement. An immediate
change of one percent in the interest rate would cause a $1,250,000 change in
interest expense on an annual basis.

         We conduct business internationally; however, a substantial majority of
the value of our foreign transactions are denominated in U.S. Dollars. With
minor exceptions, we structure our drilling contracts in U.S. Dollars to
mitigate our exposure to fluctuations in foreign currencies. Other than trade
accounts receivable and trade accounts payable, which mostly offset each other,
we do not currently have any other significant assets, liabilities or financial
instruments that are sensitive to foreign currency exchange rates.

         Our North Sea operations have a significant amount of its cash
operating expenses payable in either the Euro or British Pound. To reduce our
exposure to fluctuations in these currencies over the remainder of 2004, we
entered into forward contracts in March and April of this year to purchase
1,400,000 Euros and 1,200,000 British Pounds, respectively, per month for the
months April 2004 through December 2004. These contracts represent approximately
50 percent of our forecasted Euro and British Pound requirements for the
remainder of this year. These forward contracts are being accounted for as cash
flow hedges under SFAS No. 133, Accounting for Derivative Instruments and
Hedging Activities, as amended by SFAS No. 138, Accounting for Certain
Derivative Instruments and Certain Hedging Activities (an amendment of FASB
Statement No. 133), and SFAS No. 149, Amendment of Statement 133 on Derivative
Instruments and Hedging Activities. During the three and six months ended June
30, 2004, we reversed a net unrealized gain of $9,000 upon the settlement of
forward contracts. We recognized a net unrealized gain on outstanding contracts
during the three and six months ended June 30, 2004 of $210,000 and $233,000,
respectively. The cumulative net unrealized gain on these forward contracts of
$233,000 is included in "Accumulated other comprehensive income" in our
Consolidated Balance Sheet at June 30, 2004. We did not recognize a gain or loss
in our Consolidated Statements of Income for the three and six months ended June
30, 2004 related to these forward contracts.


ITEM 4. CONTROLS AND PROCEDURES

         Noble's Chairman and Chief Executive Officer, James C. Day, and Noble's
Senior Vice President and Chief Financial Officer, Mark A. Jackson, have
overseen and participated in an evaluation of the Company's disclosure controls
and procedures as of the end of the period covered by this report. On the basis
of this evaluation, Mr. Day and Mr. Jackson have concluded that the Company's
disclosure controls and procedures are functioning effectively. The Company's
disclosure controls and procedures are designed to ensure that information
required to be disclosed by the Company in the reports that it files with or
submits to the Securities and Exchange Commission is recorded, processed,
summarized and reported within the time periods specified in the Commission's
rules and forms.

          There were no changes in the Company's internal control over financial
reporting that occurred during the quarter ended June 30, 2004 that have
materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.



                                       37
<PAGE>


PART II. OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY
        SECURITIES


                    ISSUER PURCHASES OF EQUITY SECURITIES (1)
<Table>
<Caption>
                                                                                TOTAL NUMBER OF        MAXIMUM NUMBER OF
                                                                               SHARES PURCHASED AS      SHARES THAT MAY
                                     TOTAL NUMBER OF                            PART OF PUBLICLY        YET BE PURCHASED
                                         SHARES         AVERAGE PRICE           ANNOUNCED PLANS        UNDER THE PLANS OR
         PERIOD                        PURCHASED        PAID PER SHARE            OR PROGRAMS                PROGRAMS
         ------                      ---------------    --------------         -------------------     -----------------
<S>                                  <C>                <C>                    <C>                     <C>
April 1 - April 30, 2004                     462,000    $        37.42                     462,000             9,787,000
May 1 - May 31, 2004                         625,000    $        35.88                     625,000             9,162,000
June 1 - June 30, 2004                            --    $           --                          --             9,162,000
</Table>


(1)      All share repurchases were made in the open market and were effected
         pursuant to the share repurchase program which our Board of Directors
         authorized and adopted and which we announced on January 31, 2002. The
         program authorization covers an aggregate of 15,000,000 ordinary
         shares, and has no date of expiration.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

                  The information required by this Item 6(a) is set forth in the
                  Index to Exhibits accompanying this quarterly report and is
                  incorporated herein by reference.

         (b)      Reports on Form 8-K

                  We furnished a Form 8-K on April 5, 2004, which included our
                  Fleet Status Update as of April 5, 2004 as Exhibit 99.1.

                  We furnished a Form 8-K on April 15, 2004, which included our
                  press release dated April 15, 2004 as Exhibit 99.1, announcing
                  financial results for the quarter ended March 31, 2004.

                  We furnished a Form 8-K/A on April 16, 2004, which amended the
                  Form 8-K we furnished on April 15, 2004.

                  We furnished a Form 8-K on May 20, 2004, which included our
                  Fleet Status Update as of May 20, 2004 as Exhibit 99.1.


                                       38
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                    NOBLE CORPORATION



DATE:  August 9, 2004               By: /s/ Mark A. Jackson
                                       ----------------------------------------
                                       Mark A. Jackson,
                                       Senior Vice President,
                                       Chief Financial Officer, Treasurer,
                                       Controller and Assistant Secretary
                                       (Principal Financial and Accounting
                                       Officer)






                                       39
<PAGE>


                                INDEX TO EXHIBITS

<Table>
<Caption>
         EXHIBIT
         NUMBER                                      EXHIBIT
         ------                                      -------
<S>                        <C>
         10.1              Noble Corporation Short Term Incentive Plan (revised
                           July 2004).

         31.1              Certification of James C. Day Pursuant to SEC Rule
                           13a-14(a) or Rule 15d-14(a).

         31.2              Certification of Mark A. Jackson Pursuant to SEC Rule
                           13a-14(a) or Rule 15d-14(a).

         32.1*             Certification of James C. Day Pursuant to 18 U.S.C.
                           Section 1350, as Adopted Pursuant to Section 906 of
                           the Sarbanes-Oxley Act of 2002.

         32.2*             Certification of Mark A. Jackson Pursuant to 18
                           U.S.C. Section 1350, as Adopted Pursuant to Section
                           906 of the Sarbanes-Oxley Act of 2002.
</Table>

* Furnished in accordance with Item 601(b)(32)(ii) of Regulation S-K.




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