##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
 Form 10-K/A
 (Amendment
    No. 1)
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2008o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File Number
    001-32657
 NABORS INDUSTRIES
    LTD.
 (Exact name of registrant as
    specified in its charter)
  Bermuda

980363970(State or Other Jurisdiction
    of
    Incorporation or Organization)

(I.R.S. Employer
    Identification No.)Mintflower Place
    8 Par-La-Ville Road
    Hamilton, HM08
    Bermuda(Address of principal
    executive offices)

N/A(Zip Code)  (441) 292-1510
 (Registrants telephone
    number, including area code)
  Securities registered pursuant to Section 12(b) of the
    Securities Exchange Act of 1934:
  Name of EachTitle of Each Class

Exchange on Which RegisteredCommon shares, $.001 par value per share

The New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Securities Exchange Act of 1934:
    None.
  þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
 Large accelerated
    filer þ

Accelerated
    filer o

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company o   Rule 12b-2 o þ
    one-for-one
  DOCUMENTS
    INCORPORATED BY REFERENCE
  None




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NABORS
    INDUSTRIES LTD.Form 10-K/A
    For the Fiscal Year Ended December 31, 2008
    Explanatory Note
  Form 10-K/A Form 10-K Regulation S-X, Rule 3-09,




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##### 



ITEM 15.
    EXHIBITS,
    FINANCIAL STATEMENT SCHEDULES      Page No.Consolidated Balance Sheets as of December 31, 2008 and 2007

*Consolidated Statements of Income for the Years Ended
    December 31, 2008, 2007 and 2006

*Consolidated Statements of Cash Flows for the Years Ended
    December 31, 2008, 2007 and 2006

*Consolidated Statements of Changes in Shareholders Equity
    for the Years Ended December 31, 2008, 2007 and 2006

*      
  Page No.Schedule II  Valuation and Qualifying Accounts

*Schedule III  Financial Statements and Notes for
    NFR Energy LLC

8EX-23.2EX-31.1EX-31.2EX-32.        *
    
    Previously filed.  (b)
    Exhibits  ExhibitNo.

Description2
.1


Agreement and Plan of Merger among Nabors Industries, Inc.,
    Nabors Acquisition Corp. VIII, Nabors Industries Ltd. and Nabors
    US Holdings Inc. (incorporated by reference to Annex I to the
    proxy statement/prospectus included in Nabors  Industries
    Ltd.s Registration Statement on
    Form S-4
    (File No. 333-76198) filed with the Commission on May 10, 2002,
    as amended).2
.2


Amended and Restated Acquisition Agreement, dated as of March
    18, 2002, by and between Nabors Industries, Inc. and Enserco
    Energy Service Company Inc. (incorporated by reference to
    Exhibit 2.1 to Nabors Industries, Inc.s Registration
    Statement on Form S-3 (File No. 333-85228)).2
.3


Form of Plan of Arrangement Under Section 192 of the Canada
    Business Corporations Act Involving and Affecting Enserco Energy
    Service Company Inc. and its Security holders (included in
    Schedule B to Exhibit 2.2).2
.4


Arrangement Agreement dated August 12, 2002 between Nabors
    Industries Ltd. and Ryan Energy Technologies Inc. (incorporated
    by reference to Exhibit 2.4 to Nabors Industries Ltd.s
    Form 10-K for the year ended December 31, 2002 (File No.
    000-49887)).2
.5


Asset Purchase Agreement dated July 20, 2007, by and among
    Nabors US Finance LLC, Nabors Well Services Co. (inclusive of
    its Sea Mar Division), Sea Mar Management LLC and Hornbeck
    Offshore Services, Inc. (incorporated by reference to Exhibit
    2.5 to Nabors Industries Ltd.s Form 10-Q (File No.
    001-32657) filed with the Commission on August 2, 2007).3
.1


Memorandum of Association of Nabors Industries Ltd.
    (incorporated by reference to Annex II to the proxy
    statement/prospectus included in Nabors Industries Ltd.s
    Registration Statement on Form S-4 (Registration No.
    333-76198) filed with the Commission on May 10, 2002, as
    amended).3
.2


Amended and Restated Bye-Laws of Nabors Industries Ltd.
    (incorporated by reference to Exhibit 4.2 to Nabors
    Industries Ltd.s Form 10-Q (File No. 000-49887) filed with
    the Commission on August 3, 2005).3
.3


Amendment to Amended and Restated Bye-Laws of Nabors Industries
    Ltd. (incorporated by reference to Exhibit A of Nabors
    Industries Ltd. Notice of Special General Meeting and Proxy
    Statement (File No. 001-32657) filed February 24, 2006). 1




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##### Table of Contents



ExhibitNo.

Description3
.4


Form of Resolutions of the Board of Directors of Nabors
    Industries Ltd. authorizing the issue of the Special Voting
    Preferred Share (incorporated by reference to Exhibit 3.3 to
    Nabors Industries Ltd.s Post-Effective Amendment No. 1 to
    Registration Statement on Form S-3 (Registration
    No. 333-85228-99)
    filed with the Commission on June 11, 2002).4
.1


Indenture dated as of February 5, 2001 between Nabors
    Industries, Inc. and Bank One, N.A., as trustee, in connection
    with $1,382,200,000 principal amount at maturity of Zero Coupon
    Convertible Senior Debentures due 2021 (incorporated by
    reference to Exhibit 4.11 to Nabors Industries, Inc.s Form
    10-K (File No. 1-9245) filed with the Commission on March 30,
    2001).4
.2


First Supplemental Indenture, dated as of June 21, 2002, among
    Nabors Industries, Inc., as issuer, Nabors Industries Ltd. as
    guarantor, and Bank One, N.A. as trustee, with respect to Nabors
    Industries, Inc.s Zero Coupon Convertible Senior
    Debentures due 2021 (incorporated by reference to Exhibit 4.5 to
    Nabors Industries Ltd.s Form 10-Q (File No. 000-49887)
    filed with the Commission on August 14, 2002).4
.3


Second Supplemental Indenture dated as of October 25, 2004, by
    and among Nabors Industries, Inc., as issuer, Nabors Industries
    Ltd., as guarantor, and J.P. Morgan Trust Company, National
    Association (as successor to Bank One, N.A.), as Trustee, to the
    Indenture, dated as of February 5, 2001, as amended, with
    respect to Nabors Industries, Inc.s Zero Coupon
    Convertible Senior Debentures due 2021 (incorporated by
    reference to Exhibit 4.1 to Nabors Industries Ltd.s
    Current Report on Form 8-K (File No. 000-49887) filed with the
    Commission on October 27, 2004).4
.4


Indenture, dated August 22, 2002, among Nabors Industries, Inc.,
    as issuer, Nabors Industries Ltd., as guarantor, and Bank One,
    N.A., with respect to Nabors Industries, Inc.s Series A
    and Series B 5.375% Senior Notes due 2012 (incorporated by
    reference to Exhibit 4.1 to Nabors Industries, Inc.s
    Registration Statement on Form S-4 (Registration No.
    333-10049201) filed with the Commission on October 11, 2002).4
.5


Indenture, dated August 22, 2002, among Nabors Holdings 1, ULC,
    as issuer, Nabors Industries, Inc. and Nabors Industries Ltd.,
    as guarantors, and Bank One, N.A., with respect to Nabors
    Holdings 1, ULCs Series A and Series B 4.875% Senior
    Notes due 2009 (incorporated by reference to Exhibit 4.1 to
    Nabors Holdings 1, ULCs Registration Statement on Form S-4
    (Registration No. 333-10049301) filed with the Commission on
    October 11, 2002).4
.6


Form of Provisions Attaching to the Exchangeable Shares of
    Nabors Exchangeco (Canada) Inc. (incorporated by reference to
    Exhibit 4.1 to Nabors Industries, Inc.s Registration
    Statement on Form S-3 (Registration No. 333-85228) filed with
    the Commission on March 29, 2002, as amended).4
.7


Form of Support Agreement between Nabors Industries, Inc.,
    3064297 Nova Scotia Company and Nabors Exchangeco (Canada) Inc.
    (incorporated by reference to Exhibit 4.2 to Nabors Industries,
    Inc.s Registration Statement on Form S-3 (Registration No.
    333-85228) filed with the Commission on March 29, 2002, as
    amended).4
.8


Form of Acknowledgement of Novation to Nabors Industries, Inc.,
    Nabors Exchangeco (Canada) Inc., Computershare Trust Company of
    Canada and 3064297 Nova Scotia Company executed by Nabors
    Industries Ltd. (incorporated by reference to Exhibit 4.3 to
    Nabors Industries Ltd.s Post-Effective Amendment No. 1
    to Registration Statement on Form S-3 (Registration No.
    333-85228-99) filed with the Commission on June 11, 2002).4
.9


Indenture, dated as of June 10, 2003, between Nabors Industries,
    Inc., Nabors Industries Ltd. and Bank One, N.A. with respect to
    Nabors Industries, Inc.s Zero Coupon Senior Exchangeable
    Notes due 2023 (incorporated by reference to Exhibit 4.1 to
    Nabors Industries, Inc.s and Nabors Industries Ltd.s
    Registration Statement on Form S-3 (File No. 333-107806-01)
    filed with the Commission on August 8, 2003).4
.10


Registration Rights Agreement, dated as of June 10, 2003, by and
    among Nabors Industries, Inc., Nabors Industries Ltd. and
    Citigroup Global Markets Inc. (incorporated by reference to
    Exhibit 4.2 to Nabors Industries Inc.s and Nabors
    Industries Ltd.s Registration Statement on Form S-3 (File
    No. 333-107806-01) filed with the Commission on August 8, 2003). 2




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##### Table of Contents



ExhibitNo.

Description4
.11


First Supplemental Indenture, dated as of October 25, 2004, by
    and among Nabors Industries, Inc., as issuer, Nabors Industries
    Ltd., as guarantor, and J.P. Morgan Trust Company, National
    Association, (as successor to Bank One, N.A.), as trustee to the
    Indenture, dated as of June 10, 2003, with respect to Nabors
    Industries, Inc.s Zero Coupon Senior Exchangeable Notes
    due 2023 (incorporated by reference to Exhibit 4.2 to Nabors
    Industries Ltd.s Current Report on Form 8-K (File No.
    000-49887) filed with the Commission on October 27, 2004).4
.12


Indenture, dated as of December 13, 2004, by and among Nabors
    Industries, Inc., Nabors Industries Ltd., and J.P. Morgan
    Trust Company, National Association, with respect to Nabors
    Industries, Inc.s Series B Zero Coupon Senior Exchangeable
    Notes due 2023 (incorporated by reference to Exhibit 4.12 to
    Nabors Industries Ltd.s Form 10-K (File No. 000-49887)
    filed with the Commission on March 7, 2005).4
.13


Purchase Agreement, dated May 18, 2006, among Nabors Industries,
    Inc., Nabors Industries Ltd., Citigroup Global Markets Inc. and
    Lehman Brothers Inc. (incorporated by reference to Exhibit 4.1
    to Nabors Industries Ltd. Form 8-K (File No. 000-49887) filed
    with the Commission on May 24, 2006).4
.14


Indenture related to the Senior Exchangeable Notes, due 2011,
    dated as of May 23, 2006, among Nabors Industries, Inc., Nabors
    Industries Ltd. and Wells Fargo Bank, National Association, as
    trustee (including form of 0.94% Senior Exchangeable Note
    due 2011) (incorporated by reference to Exhibit 4.2 to Nabors
    Industries Ltd. Form 8-K (File No. 000-49887) filed with the
    Commission on May 24, 2006).4
.15


Registration Rights Agreement, dated as of May 23, 2006, among
    Nabors Industries, Inc., Nabors Industries Ltd., Citigroup
    Global Markets Inc. and Lehman Brothers Inc. (incorporated by
    reference to Exhibit 4.3 to Nabors Industries Ltd. Form 8-K
    (File No. 000-49887) filed with the Commission on May 24, 2006).4
.16


Amended and Restated 2003 Employee Stock Plan (incorporated by
    reference to Exhibit A of Nabors Industries Ltd. Notice of 2006
    Annual General Meeting of Shareholders and Proxy Statement (File
    No. 001-32657) filed May 4, 2006).4
.17


Purchase Agreement, dated February 14, 2008, among Nabors
    Industries, Inc., Nabors Industries Ltd., Citigroup Global
    Markets Inc. and UBS Securities LLC (incorporated by reference
    to Exhibit 4.1 to Nabors Industries Ltd. Form 8-K (File No.
    000-49887) filed February 22, 2008).4
.18


Indenture related to the Senior Notes due 2018, dated February
    20, 2008, among Nabors Industries, Inc., Nabors Industries Ltd.
    and Wells Fargo Bank, National Association, as trustee
    (including form of 6.15% Senior Note due 2018)
    (incorporated by reference to Exhibit 4.2 to Nabors Industries
    Ltd. Form 8-K (File No. 000-49887) filed February 22, 2008).4
.19


Registration Rights Agreement, dated as of February 20, 2008,
    among Nabors Industries, Inc., Nabors Industries, Ltd.,
    Citigroup Global Markets Inc. and UBS Securities LLC
    (incorporated by reference to Exhibit 4.3 to Nabors Industries
    Ltd. Form 8-K (File No. 000-49887) filed February 22, 2008).4
.20


Purchase Agreement, dated July 17, 2008, among Nabors
    Industries, Inc., Nabors Industries, Ltd., Citigroup Global
    Markets Inc. and UBS Securities LLC (incorporated by reference
    to Exhibit 4.1 to Nabors Industries Ltd. Form 8-K (File No.
    000-49887) filed July 1, 2008).4
.21


Registration Rights Agreement, dated July 22, 2008, among Nabors
    Industries, Inc., Nabors Industries, Ltd., Citigroup Global
    Markets Inc. and UBS Securities LLC (incorporated by reference
    to Exhibit 4.2 to Nabors Industries Ltd. Form 8-K (File No.
    000-49887) filed July 1, 2008).4
.22


Purchase Agreement, dated January 7, 2009, among Nabors
    Industries, Inc., Nabors Industries Ltd., Goldman, Sachs &
    Co., UBS Securities LLC, Citigroup Global Markets Inc., Deutsche
    Bank Securities Inc., Howard Weil Incorporated, J.P. Morgan
    Securities Inc., Morgan Stanley & Co. Incorporated, Tudor,
    Pickering, Holt & Co. Securities, Inc. and Wells Fargo
    Securities, LLC (incorporated by reference to Exhibit 4.1 to
    Nabors Industries Ltd.s Form 8-K (File No. 001-32657)
    filed January 14, 2009). 3




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##### Table of Contents



ExhibitNo.

Description4
.23


Indenture related to the Senior Notes due 2019, dated as of
    January 12, 2009, among Nabors Industries, Inc., Nabors
    Industries Ltd. and Wells Fargo Bank, National Association, as
    trustee (including form of 9.25% Senior Note due 2019)
    (incorporated by reference to Exhibit 4.2 to Nabors Industries
    Ltd.s Form 8-K (File No. 001-32657) filed January 14,
    2009).4
.24


Registration Rights Agreement, dated as of January 12, 2009,
    among Nabors Industries, Inc., Nabors Industries Ltd., Goldman,
    Sachs & Co., UBS Securities LLC, Citigroup Global Markets
    Inc., Deutsche Bank Securities Inc., Howard Weil Incorporated,
    J.P. Morgan Securities Inc., Morgan Stanley & Co.
    Incorporated, Tudor, Pickering, Holt & Co. Securities, Inc.
    and Wells Fargo Securities, LLC (incorporated by reference to
    Exhibit 4.2 to Nabors Industries Ltd.s Form 8-K (File No.
    001-32657) filed January 14, 2009).10
.1(+)


1996 Employee Stock Plan (incorporated by reference to Nabors
    Industries Inc.s Registration Statement on Form S-8
    (Registration No. 333-11313) filed September 3, 1996).10
.2(+)


1994 Executive Stock Option Agreement effective December 28,
    1994, between Nabors Industries, Inc. and Eugene M. Isenberg
    (incorporated by reference to Exhibit 10.4 to Nabors Industries
    Inc.s Form 10-K (File No. 1-9245) filed December 30, 1996).10
.3(+)


1994 Executive Stock Option Agreement effective December 28,
    1994, between Nabors Industries, Inc. and Anthony G. Petrello
    (incorporated by reference to Exhibit 10.5 to Nabors Industries
    Inc.s Form 10-K (File No. 1-9245) filed December 30, 1996).10
.4(+)


Employment Agreement effective October 1, 1996, between Nabors
    Industries, Inc. and Eugene M. Isenberg (incorporated by
    reference to Exhibit 10.7 to Nabors Industries Inc.s Form
    10-Q
    (File No. 1-9245)
    filed May 16, 1997).10
.5(+)


First Amendment to Amended and Restated Employment Agreement
    between Nabors Industries, Inc., Nabors Industries Ltd. and
    Eugene M. Isenberg dated as of June 24, 2002 (incorporated by
    reference to Exhibit 10.1 to Nabors Industries Ltd.s Form
    10-Q (File No. 000-49887) filed August 14, 2002).10
.6(+)


Second Amendment to Employment Agreement between Nabors
    Industries, Inc., Nabors Industries Ltd. and Eugene M. Isenberg
    dated as of July 17, 2002 (incorporated by reference to Exhibit
    10.1 to Nabors Industries Ltd.s Form 10-Q (File No.
    000-49887) filed August 14, 2002).10
.7(+)


Third Amendment to Employment Agreement between Nabors
    Industries, Inc., Nabors Industries Ltd. and Eugene M. Isenberg
    dated as of December 28, 2005 (incorporated by reference to
    Exhibit 10.01 to Nabors Industries Ltd.s Form 8-K
    (File No. 000-49887) filed December 28, 2005).10
.8(+)


Fourth Amendment to Employment Agreement between Nabors
    Industries, Inc., Nabors Industries Ltd. and Eugene M. Isenberg
    dated as of March 10, 2006 (incorporated by reference to
    Exhibit 10.8 to Nabors Industries Ltd.,s Form 10-K
    (File No. 000-49887) filed March 16, 2006).10
.9(+)


Fifth Amendment to Employment Agreement between Nabors
    Industries, Inc., Nabors Industries Ltd. and Eugene M. Isenberg
    dated as of December 31, 2008 (incorporated by reference to
    Exhibit 10.1 to Nabors Industries Ltd. Form 8-K (File No.
    001-32657) filed with the Commission on January 7, 2009).10
.10(+)


Employment Agreement effective October 1, 1996, between Nabors
    Industries, Inc. and Anthony G. Petrello (incorporated by
    reference to Exhibit 10.8 to Nabors Industries Inc.s Form
    10-Q
    (File No. 1-9245)
    filed May 16, 1997).10
.11(+)


First Amendment to Amended and Restated Employment Agreement
    between Nabors Industries, Inc., Nabors Industries Ltd. and
    Anthony G. Petrello dated as of June 24, 2002 (incorporated by
    reference to Exhibit 10.2 to Nabors Industries Ltd.s Form
    10-Q (File No. 000-49887) filed August 14, 2002).10
.12(+)


Second Amendment to Employment Agreement between Nabors
    Industries, Inc., Nabors Industries Ltd. and Anthony G. Petrello
    dated as of July 17, 2002 (incorporated by reference to Exhibit
    10.3 to Nabors Industries Ltd.s Form 10-Q, File No.
    000-49887, filed August 14, 2002).10
.13(+)


Third Amendment to Employment Agreement between Nabors
    Industries, Inc., Nabors Industries Ltd. and Anthony G. Petrello
    dated as of December 28, 2005 (incorporated by reference to
    Exhibit 10.02 to Nabors Industries Ltd.s Form 8-K
    (File No. 000-49887) filed December 28, 2005). 4




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##### Table of Contents



ExhibitNo.

Description10
.14(+)


Fourth Amendment to Employment Agreement between Nabors
    Industries, Inc., Nabors Industries Ltd. and Anthony G. Petrello
    dated as of December 31, 2008 (incorporated by reference to
    Exhibit 10.2 to Nabors Industries Ltd. Form 8-K (File No.
    001-32657) filed with the Commission on January 7, 2009).10
.15(+)


Waiver dated as of September 27, 2002, pursuant to Section 9.[c]
    and Schedule 9.[c] of the Amended Employment Agreement among
    Nabors Industries, Inc., Nabors Industries Ltd., and Anthony G.
    Petrello (incorporated by reference to Exhibit 10.1 to Nabors
    Industries Ltd.s
    Form 10-Q
    (File No. 000-49887) filed November 14, 2002).10
.16(+)


Nabors Industries, Inc. 1996 Chairmans Executive Stock
    Plan (incorporated by reference to Exhibit 10.17 to Nabors
    Industries Inc.s Form 10-K (File No. 1-9245) filed
    December  29, 1997).10
.17(+)


Nabors Industries, Inc. 1996 Executive Officers Stock Plan
    (incorporated by reference to Exhibit 10.18 to Nabors
    Industries Inc.s Form 10-K (File No. 1-9245) filed
    December 29, 1997).10
.18(+)


Nabors Industries, Inc. 1996 Executive Officers Incentive Stock
    Plan (incorporated by reference to Exhibit 10.9 to Nabors
    Industries Inc.s Form 10-K (File No. 1-9245) filed
    December 29, 1997).10
.19(+)


Nabors Industries, Inc. 1997 Executive Officers Incentive Stock
    Plan (incorporated by reference to Exhibit 10.20 to Nabors
    Industries Inc.s Form 10-K (File No. 1-9245) filed
    December 29, 1997).10
.20(+)


Nabors Industries, Inc. 1998 Employee Stock Plan (incorporated
    by reference to Exhibit 10.19 to Nabors Industries Inc.s
    Form 10-K (File No. 1-9245) filed March 31, 1999).10
.21(+)


Nabors Industries, Inc. 1998 Chairmans Executive Stock
    Plan (incorporated by reference to Exhibit 10.20 to Nabors
    Industries Inc.s Form 10-K (File No. 1-9245) filed March
    31, 1999).10
.22(+)


Nabors Industries, Inc. 1999 Stock Option Plan for Non-Employee
    Directors (incorporated by reference to Exhibit 10.21 to Nabors
    Industries Inc.s Form 10-K (File No. 1-9245) filed March
    31, 1999).10
.23(+)


Amendment to Nabors Industries, Inc. 1999 Stock Option Plan for
    Non-Employee Directors (incorporated by reference to Exhibit
    10.19 to Nabors Industries Inc.s Form 10-K (File No.
    1-09245) filed March 19, 2002).10
.24(+)


1999 Pool Employee/Director Option Exchange Plan (incorporated
    by reference to Exhibit 10.20 to Nabors Industries Inc.s
    Form 10-K (File No. 1-09245) filed March 19, 2002).10
.25


Form of Indemnification Agreement entered into between Nabors
    Industries Ltd. and the directors and executive officers
    identified in the schedule thereto (incorporated by reference to
    Exhibit 10.28 to Nabors Industries Ltd.s Form 10-K (File
    No. 000-49887) filed March 31, 2003).10
.26(+)


Amended and Restated 1999 Stock Option Plan for Non-Employee
    Directors (amended on May 2, 2003) (incorporated by reference to
    Exhibit 10.29 to Nabors Industries Ltd.s Form 10-Q
    (File No. 000-49887)
    filed May 12, 2003).10
.27(+)


2003 Employee Stock Option Plan (incorporated by reference to
    Annex D of Nabors Industries Ltd.s Notice of 2003 Annual
    General Meeting of Shareholders and Proxy Statement
    (File No. 000-49887)
    filed May 8, 2003).10
.28


Purchase and Sale Agreement (Red River) by and among
    El Paso Production Company and El Paso Production GOM
    Inc., jointly and severally as Seller and Ramshorn Investments,
    Inc., as Purchaser dated October 8, 2003 (incorporated by
    reference to Exhibit 10.23 to Nabors Industries Ltd.s
    Form 10-K (File No. 000-49887) filed March 15, 2004).10
.29


Purchase and Sale Agreement (USA) between El Paso
    Production Oil & Gas USA, L.P., as Seller and Ramshorn
    Investments, Inc., as Purchaser dated October 8, 2003
    (incorporated by reference to Exhibit 10.24 to Nabors Industries
    Ltd.s Form 10-K (File No. 000-49887) filed March 15, 2004).10
.30


Exploration Participation Agreement (South Texas) by and between
    El Paso Production Oil & Gas Company and El Paso
    Production Oil & Gas USA, L.P., jointly and severally and
    Ramshorn Investments, Inc., dated November 6, 2003 (incorporated
    by reference to Exhibit 10.25 to Nabors Industries Ltd.s
    Form 10-K (File No. 000-49887) filed March 15, 2004). 5




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##### Table of Contents



ExhibitNo.

Description10
.31


Exploration Participation Agreement (Catapult) by and between
    El Paso Production Company, and Ramshorn Investments, Inc.,
    dated November 6, 2003 (incorporated by reference to Exhibit
    10.26 to Nabors Industries Ltd.s Form 10-K (File No.
    000-49887) filed March 15, 2004).10
.32(+)


Form of Restricted Stock Award--Isenberg/Petrello
    (incorporated   by reference to Exhibit 10.01 to Nabors
    Industries Ltd.s Form 8-K (File No. 000-49887) filed March
    2, 2005).10
.33(+)


Form of Restricted Stock Award--Others (incorporated by
    reference to Exhibit 10.02 to Nabors Industries Ltd.s Form
    8-K (File No. 000-49887) filed March 2, 2005).10
.34(+)


Form of Stock Option Agreement--Isenberg/Petrello
    (incorporated   by reference to Exhibit 10.03 to Nabors
    Industries Ltd.s Form 8-K (File No. 000-49887) filed March
    2, 2005).10
.35(+)


Form of Stock Option Agreement--Others (incorporated by
    reference to Exhibit 10.04 to Nabors Industries Ltd.s Form
    8-K (File No. 000-49887) filed March 2, 2005).10
.36


First Amendment to 2003 Employee Stock Plan (incorporated by
    reference to Exhibit 4.1 to Nabors Industries Ltd.s Form
    10-Q (File No. 000-49887) filed August 3, 2005).10
.37


Form of Notice of Resignation-Bruce P. Koch, Vice President and
    Chief Financial Officer (incorporated by reference to Item 5.01
    Nabors Industries, Ltd., Form 8-K (File No. 000-49887) filed
    October 27, 2008).10
.38


Nabors Industries Ltd. Amended and Restated 2003 Employee Stock
    Plan (incorporated by reference to Exhibit A of Nabors
    Industries Ltd.s Revised Definitive Proxy Statement on
    Schedule 14A (File No. 001-32657) filed with the Commission on
    May 4, 2006) (incorporated by reference to Exhibit 99.1 to
    Nabors Industries Ltd.s Form S-8 filed November 12, 2008.12*



Computation of Ratios.14



Code of Business Conduct (incorporated by reference to Exhibit
    14 to Nabors Industries Ltd.s Form 10-K (File No.
    000-49887) filed March 15, 2004).18



Preference Letter of Independent Accountants Regarding Change in
    Accounting Principle (incorporated by reference to Exhibit 18 to
    Nabors Industries Ltd.s Form 10-Q (File No. 000-49887)
    filed November 2, 2005).21*



Significant Subsidiaries of Nabors Industries Ltd.23.1*



Consent of Independent Registered Public Accounting
    Firm  PricewaterhouseCoopers LLP  Houston.23.2**



Consent of Independent Registered Public Accounting
    Firm  Ernst & Young LLC  Houston.31.1**



Rule 13a-14(a)/15d-14(a) Certification, executed by Eugene M.
    Isenberg, Chairman and Chief Executive Officer of Nabors
    Industries Ltd.31.2**



Rule 13a-14(a)/15d-14(a) Certification, executed by R. Clark
    Wood, Controller of Nabors Industries, Inc. and Principal
    accounting and financial officer of Nabors Industries, Inc. and
    Nabors Industries Ltd.32.1**



Certifications required by Rule 13a-14(b) or Rule 15d-14(b) and
    Section 1350 of Chapter 63 of Title 18 of the United States Code
    (18 U.S.C. 1350), executed by Eugene M. Isenberg, Chairman
    and Chief Executive Officer of Nabors Industries Ltd. and R.
    Clark Wood, Controller of Nabors Industries, Inc. and Principal
    accounting and financial officer of Nabors Industries, Inc. and
    Nabors Industries Ltd. (furnished herewith).     *
    
    Filed with the Companys original Annual Report on
    Form 10-K
    on March 2, 2009.**
    
    Filed herewith.(+)
    
    Management contract or compensatory plan or arrangement. 6




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SIGNATURES
      By:
    /s/  Eugene
    M. Isenberg       7




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##### 



Schedule
    III 
    Financial
    Statements and Notes for NFR Energy LLC  NFR
    Energy LLC
  Consolidated Financial Statements
 For the Year Ended December 31, 2008 and for the Period
    From July 27, 2006 (Inception)
 Through December 31, 2007
  Contents
   
 Report of Independent Auditors


9Audited Consolidated Financial StatementsConsolidated Balance Sheets


10Consolidated Statement of Operations


11Consolidated Statement of Changes in
    Members Capital


12Consolidated Statement of Cash Flows


13Notes to Consolidated Financial Statements


14   8




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Report of
    Independent Auditors              9




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##### Table of Contents



NFR
    Energy LLCConsolidated Balance Sheets
  For the PeriodFromJuly 27, 2006(Inception)ThroughDecember 31,


December 31,2008


2007(In thousands)ASSETSCurrent assets:Cash and cash equivalents

$
4,123


$
38,820Accounts receivable


21,689



1,883Derivative instruments


27,587



4,332Prepaid expenses and other


65,900



530Total current assets


119,299



45,565Property and equipment:Oil and natural gas properties (full cost method):Proved


796,916



392,468Unproved


233,924



163,920Gas processing equipment


39,584



1,455Office furniture and fixtures


4,399



9381,074,823



558,781Accumulated depreciation, depletion and amortization


(451,469
)


(1,328
)Total property and equipment, net


623,354



557,453Derivative instruments


18,322



7,156Deferred financing costs


1,115



969Total other assets


19,437



8,125Total assets

$
762,090


$
611,143LIABILITIES AND MEMBERS CAPITALCurrent liabilities:Accounts payable  trade

$
29,269


$
497Accounts payable  related parties


4,833



Royalties payable


5,397



416Accrued exploration and development


24,189



3,089Accrued operating expenses and other


11,338



2,224Total current liabilities


75,026



6,226Long-term liabilities:Revolving credit facility


188,500



120,000Derivative instruments






946Asset retirement obligation


6,665



1,585Other long-term obligations


919



510Total long-term liabilities


196,084



123,041Minority interest


2,734



Commitments and contingenciesMembers capital:Members capital


854,769



486,752Amounts receivable from members


(272
)


Retained deficit


(407,170
)


(4,876
)Accumulated other comprehensive income


40,919



Total members capital


488,246



481,876Total liabilities and members capital

$
762,090


$
611,143    10




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##### Table of Contents



NFR
    Energy LLCConsolidated Statement of Operations
  For the Period FromFor the Year


July 27, 2006Ended


(Inception) ThroughDecember 31,


December 31,2008


2007(In thousands)Revenue:Oil and gas sales

$
96,015


$
2,088Realized loss on derivative contracts


(2,266
)


(222
)Other revenue


592



Total revenue


94,341



1,866Operating expenses:Lease operating expense


16,644



389Production and property taxes


5,978



151Workover expense


843



Depreciation, depletion and amortization


34,299



1,328General and administrative expense


14,501



4,246Impairment


415,843



Accretion expense


215



10Total operating expenses


488,323



6,124Unrealized loss on derivative contracts


(1,355
)


(812
)Interest expense


(7,115
)


Other income, net


349



194Total other expenses


(8,121
)


(618
)Minority interest


(191
)


Net loss

$
(402,294
)

$
(4,876
)    11




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##### Table of Contents



NFR
    Energy LLCConsolidated Statement of Changes in Members
    Capital
 For the Year Ended December 31, 2008 and for the
    Period From July 27, 2006 (Inception) Through
 December 31, 2007
  Amounts





AccumulatedReceivable





OtherComprehensive






Members


From


Retained


ComprehensiveLoss



Units


Capital


Members


Deficit


Income


Total(In thousands)Balance, July 27, 2006 (inception)










$



$



$



$



$
Capital contributions







487



486,752















486,752Net loss



















(4,876
)






(4,876
)Balance, December 31, 2007







487



486,752







(4,876
)






481,876Capital contributions







368



368,017















368,017Amounts receivable from members















(272
)










(272
)Comprehensive loss:Net loss

$
(402,294
)















(402,294
)






(402,294
)Unrealized gain on derivative contracts


40,919




















40,919



40,919Comprehensive loss

$
(361,375
)Balance, December 31, 2008







855


$
854,769


$
(272
)

$
(407,170
)

$
40,919


$
488,246    12




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##### Table of Contents



NFR
    Energy LLCConsolidated Statement of Cash Flows
  For the Period FromJuly 27, 2006(Inception)For the Year


ThroughEnded December 31,


December 31,2008


2007(In thousands)Cash flows from operating activitiesNet loss

$
(402,294
)

$
(4,876
)Adjustments to reconcile net loss to net cash provided by (used
    in) operating activities:Depreciation, depletion, and amortization


34,299



1,328Impairment


415,843



Accretion expense


215



10Amortization of deferred financing costs


346



Unrealized loss on derivative instruments


1,355



812Option premium paid for derivative instruments






(11,821
)Minority interest


191



Changes in operating assets and liabilities:Increase in accounts receivable


(19,806
)


(1,883
)Amortization of option premium


4,197



468Increase in other assets


(65,369
)


(519
)Increase in accounts payable and accrued liabilities


48,340



2,226Net cash provided by (used in) operating activities


17,317



(14,255
)Cash flows from investing activitiesOil and gas property additions


(448,473
)


(546,043
)Gas processing equipment additions


(35,586
)


(1,455
)Other asset additions


(3,021
)


(494
)Net cash used in investing activities


(487,080
)


(547,992
)Cash flows from financing activitiesBorrowings under revolving credit facility


269,250



120,000Debt repayments


(200,750
)


Deferred financing costs


(1,179
)


Capital contributions


367,745



481,067Net cash provided by financing activities


435,066



601,067Net (decrease) increase in cash and cash equivalents


(34,697
)


38,820Cash and cash equivalents, beginning of period


38,820



Cash and cash equivalents, end of period

$
4,123


$
38,820    13




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##### Table of Contents



NFR
    Energy LLCNotes to Consolidated Financial Statements
 December 31, 2008
  1.
    Organization      2.
    Significant
    Accounting Policies  Basis
    of Presentation
      Cash
    and Cash Equivalents
    Concentration
    of Credit Risk
    Significant
    Customers
   14




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##### Table of Contents



NFR
    Energy LLC
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Inventory
    Oil
    and Gas Properties and Equipment
  
  units-of-production
  Regulation S-X Rule 4-10.
      Capitalized
    Interest
   15




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##### Table of Contents



NFR
    Energy LLC
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Derivative
    Instruments and Hedging Activities
    Accounting for Derivative Instruments and Hedging
    Activities
  Deferred
    Financing Costs
    Financial
    Instruments
  short-term
  Asset
    Retirement Obligation
  Accounting for
    Asset Retirement Obligations,
 16




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##### Table of Contents



NFR
    Energy LLC
  Notes to
    Consolidated Financial
    Statements  (Continued)
    2008


2007Balance beginning of period

$
1,585


$
Liabilities incurred


4,876



1,575Liabilities settled


(11
)


Accretion expense


215



10Balance end of period

$
6,665


$
1,585   Revenue
    Recognition
    Use of
    Estimates
      Income
    Taxes
  and/or
   17




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##### Table of Contents



NFR
    Energy LLC
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Recent
    Accounting Pronouncements
  Business
    Combinations
  Noncontrolling Interests in Consolidated Financial Statements Consolidated Financial
    Statements
  Disclosures about Derivative Instruments and Hedging
    Activities, Accounting for
    Derivative Instruments and Hedging Activities
  3.
    Property
    Acquisitions         18




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##### Table of Contents



NFR
    Energy LLC
  Notes to
    Consolidated Financial
    Statements  (Continued)
                12-month
     19




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##### Table of Contents



NFR
    Energy LLC
  Notes to
    Consolidated Financial
    Statements  (Continued)
    4.
    Long-Term
    Debt      1 2
      5.
    Members
    Capital   20




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##### Table of Contents



NFR
    Energy LLC
  Notes to
    Consolidated Financial
    Statements  (Continued)
    6.
    Statement
    of Cash Flows    
    Recognition of an asset retirement obligation for the plugging
    and abandonment costs related to the Companys oil and gas
    properties valued at $4.9 million.
    Additions to oil and gas properties of $21.1 million,
    included in accrued exploration and development.    
    Recognition of an asset retirement obligation for the plugging
    and abandonment costs related to the Companys oil and gas
    properties valued at $1.6 million.
    Additions to oil and gas properties of $8.8 million, of
    which $3.1 million is included in accrued exploration and
    development and $5.7 million represents a noncash capital
    contribution.    7.
    Derivative
    Financial Instruments  mark-to-market
    2009


2010


2011


2012PutsVolume (MMBTU)


3,506,969



2,856,562Price

$
8.19


$
8.00SwapsVolume (MMBTU)


8,653,431



3,220,000



2,683,000



2,347,000Price

$
7.66


$
8.28


$
8.17


$
8.12CollarsVolume (MMBTU)


6,126,502



11,327,276Price

$
7.04/$9.39


$
6.86/$9.26    21




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##### Table of Contents



NFR
    Energy LLC
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Fair Value Measurements
        8.
    Fair
    Value Measurements  Fair Value
    Measurements FAS 157-2 (FSP 157-2), FSP 157-2.
     22




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##### Table of Contents



NFR
    Energy LLC
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Level 1
  Level 2
  Level 3
    December 31, 2008Recurring Fair Value Measures

Level 1


Level 2


Level 3


Total(In millions)Assets:Derivative assets

$



$
45.9


$



$
45.9     9.
    Related-Party
    Transactions   23




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##### Table of Contents



NFR
    Energy LLC
  Notes to
    Consolidated Financial
    Statements  (Continued)
    10.
    Commitments      Accounting for Leases.
    2009

$
6622010


8112011


8172012


8222013


420Thereafter


109$
3,641         11.
    Employee
    Benefit Plans   24