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                                                                    EXHIBIT 10.2

                     (FOR GRANTS TO NON-EMPLOYEE DIRECTORS)

                                     FORM OF
                                DIAMOND OFFSHORE
                            STOCK OPTION CERTIFICATE

THIS CERTIFICATE, dated as of the __ day of ____, 20__, evidences the grant of
the Option set forth below by Diamond Offshore Drilling, Inc., a Delaware
corporation (the "Company"), to _______________ (the "Participant").

1.       Grant of Option.

Subject to the provisions of this Certificate and to the provisions of the
Amended and Restated Diamond Offshore Drilling, Inc. 2000 Stock Option Plan (the
"Plan"), the Company hereby grants to the Participant as of ______, 20__ (the
"Grant Date") the right and option (the "Option") to purchase ____ shares of
Stock, at the Exercise Price of ____ per share. The Option shall be a
non-qualified option ("NQO"). Unless earlier terminated pursuant to the terms of
this Certificate, the Option shall expire on the tenth anniversary of the date
hereof. Capitalized terms not defined herein shall have the meanings set forth
in the Plan.

2.       Exercisability of the Option.

The Option shall become vested and exercisable on the Grant Date.

3.       Method of Exercise of the Option.

(1)      An Option may be exercised and the underlying shares purchased at any
         time after the Option with respect to those shares vests and before the
         expiration of the Option Term. To exercise an Option, the Participant
         shall give written notice to the Company stating the number of shares
         with respect to which the Option is being exercised.

(2)      The full Exercise Price for shares of Stock purchased upon the exercise
         of any Option shall be paid at the time of such exercise (except that,
         in the case of an exercise arrangement approved by the Board and
         described in the last sentence of this paragraph (2), payment may be
         made as soon as practicable after the exercise). The Exercise Price
         shall be payable by check, or such other instrument as the Board may
         accept. The Participant may elect to pay the Exercise Price upon the
         exercise of an Option by irrevocably authorizing a third party to sell
         shares of Stock (or a sufficient portion of the shares) acquired upon
         exercise of the Option and remit to the Company a sufficient portion of
         the sale proceeds to pay the entire Exercise Price and any tax
         withholding resulting from such exercise.

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4.       Option Term.

Except as otherwise determined by the Board after the date of this Certificate,
the Option Term of each Option shall end on the earliest of (1) the date on
which such Option has been exercised in full, (2) the date on which the
Participant experiences a Termination for Cause and (3) the one-year anniversary
of the date on which the Participant experiences a Termination due to death or
Disability; provided, that in no event may the Option Term exceed ten (10) years
from the date of grant of the Option.

5.       Nontransferability of the Option.

The Option is not transferable except (i) as designated by the Participant by
will or by the laws of descent and distribution or (ii) in the case of an NQO,
as otherwise expressly permitted by the Board including, if so permitted,
pursuant to a transfer to such Participant's immediate family, whether directly
or indirectly or by means of a trust or partnership or otherwise. If any rights
exercisable by the Participant or benefits deliverable to the Participant under
this Certificate have not been exercised or delivered, at the time of the
Participant's death, such rights shall be exercisable by the Designated
Beneficiary, and such benefits shall be delivered to the Designated Beneficiary,
in accordance with the provisions of this Certificate and the Plan.

6.       Taxes and Withholdings.

No later than the date of exercise of the Option granted hereunder, the
Participant shall pay to the Company or make arrangements satisfactory to the
Board regarding payment of any federal, state or local taxes of any kind
required by law to be withheld upon the exercise of such Option and the Company
shall, to the extent permitted or required by law, have the right to deduct from
any payment of any kind otherwise due to the Participant, federal, state and
local taxes of any kind required by law to be withheld upon the exercise of such
Option, as provided in Section 3.4 of the Plan.

7.       Notices.

All notices and other communications under this Certificate shall be in writing
and shall be given by hand delivery to the other party or by confirmed fax or
overnight courier, or by postage paid first class mail, addressed as follows:

If to the Participant:                      If to the Company:

                                            Diamond Offshore Drilling, Inc.
                                            15415 Katy Freeway, Suite 100
                                            Houston, Texas 77094-1800
                                            Attention: Corporate Secretary
                                            Fax: 281-647-2223


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or to such other address or facsimile number as any party shall have furnished
to the other in writing in accordance with this Paragraph 7. Notice and
communications shall be effective when actually received by the addressee.

8.       Effect of Certificate.

Except as otherwise provided hereunder, this Certificate shall be binding upon
and shall inure to the benefit of any successor or successors of the Company,
and to any transferee or successor of the Participant pursuant to Paragraph 5.

9.       Conflicts and Interpretation.

The Option is subject to the provisions of the Plan, which are hereby
incorporated by reference. In the event of any conflict between this Certificate
and the Plan, the Plan shall control. In the event of any ambiguity in this
Certificate, any term which is not defined in this Certificate, or any matters
as to which this Certificate is silent, the Plan shall govern including, without
limitation, the provisions thereof pursuant to which the Board has the power,
among others, to (i) interpret the Plan, (ii) prescribe, amend and rescind rules
and regulations relating to the Plan and (iii) make all other determinations
deemed necessary or advisable for the administration of the Plan.

10.      Headings.

The headings of paragraphs herein are included solely for convenience of
reference and shall not affect the meaning or interpretation of any of the
provisions of this Certificate.

11.      Amendment.

This Certificate may not be modified, amended or waived except by an instrument
in writing signed by the Company. The waiver by either party of compliance with
any provision of this Certificate shall not operate or be construed as a waiver
of any other provision of this Certificate, or of any subsequent breach by such
party of a provision of this Certificate.

IN WITNESS WHEREOF, as of the date first above written, the Company has caused
this Certificate to be executed on its behalf by a duly authorized officer of
the Company.


                                              DIAMOND OFFSHORE DRILLING, INC.


                                              By:
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