<PAGE>

         As filed with the Securities and Exchange Commission on January 7, 2005
--------------------------------------------------------------------------------

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

                         ------------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                       -----------------------------------

                             NABORS INDUSTRIES LTD.
             (Exact Name of Registrant as Specified in Its Charter)

                                     BERMUDA
                         (State or Other Jurisdiction of
                         Incorporation or Organization)

                                   98-0363970
                      (I.R.S. Employer Identification No.)

                      2ND FL. INTERNATIONAL TRADING CENTRE
                                     WARRENS
                              ST. MICHAEL, BARBADOS
                            TELEPHONE: (246) 421-9471
                              (Address of Principal
                               Executive Offices)

                             NABORS INDUSTRIES LTD.
                            2003 EMPLOYEE STOCK PLAN
                            (Full Title of the Plan)

                              BRUCE M. TATEN, ESQ.
                       VICE PRESIDENT AND GENERAL COUNSEL
                         NABORS CORPORATE SERVICES, INC.
                        515 WEST GREENS ROAD, SUITE 1200
                              HOUSTON, TEXAS 77067
                            TELEPHONE: (281) 874-0035
                     (Name and Address of Agent For Service)
          (Telephone Number, Including Area Code, of Agent For Service)


                         CALCULATION OF REGISTRATION FEE
================================================================================

<TABLE>
<CAPTION>
                                              Proposed Maximum    Proposed Maximum
Title of Securities    Amount To Be          Offering Price Per  Aggregate Offering         Amount of
 To Be Registered       Registered               Share (1)            Price             Registration Fee
--------------------------------------------------------------------------------------------------------
<S>                    <C>                   <C>                 <C>                    <C>
Common Shares, par     3,500,000 shares (2)        $48.58          $170,030,000          $20,012.53
value $.001 per share
========================================================================================================
</TABLE>

(1) Pursuant to Rule 457(h) of the Securities Act of 1933, and solely for the
purpose of calculating the registration fee, the proposed maximum offering price
per share is based on the average of the high and low sales prices of the Common
Shares on the American Stock Exchange on

<PAGE>

January 5, 2005.

(2) If, as a result of stock splits, stock dividends or similar transactions,
the number of securities purported to be registered by this registration
statement changes, the provisions of Rule 416 under the Securities Act of 1933
shall apply to this registration statement, and this registration statement
shall be deemed to cover the additional securities resulting from the split of,
or the dividend on, the securities covered by this registration statement.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      Pursuant to Rule 428(b)(1) under the Securities Act of 1933, as amended,
the documents containing the information specified in Part I of Form S-8 will be
sent or given to each participant in the Nabors Industries Ltd. 2003 Employee
Stock Plan. These documents and the documents incorporated by reference in this
registration statement pursuant to Item 3 of Part II below, taken together,
constitute the Section 10(a) prospectus. Information required by Part I to be
contained in the Section 10(a) prospectus is omitted from this registration
statement in accordance with the introductory note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents have been filed with the Securities and Exchange
Commission by Nabors Industries Ltd. ("Nabors") and are incorporated herein by
reference and made a part hereof:

   -  Nabors' Annual Report on Form 10-K for the fiscal year ended December 31,
      2003, filed on March 15, 2004;

   -  Nabors' Quarterly Report on Form 10-Q for the quarter ended March 31,
      2004, filed on May 7, 2004; Nabors' Quarterly Report on Form 10-Q for the
      quarter ended June 30, 2004, filed on August 6, 2004; and Nabors'
      Quarterly Report on Form 10-Q for the quarter ended September 30, 2004,
      filed on November 4, 2004;

   -  Nabors' Current Reports on Form 8-K filed on September 20, 2004, October
      27, 2004, October 29, 2004 and December 17, 2004; and

   -  The description of Nabors' common shares contained in its Registration
      Statement on Form S-4, filed on January 2, 2002, as amended by
      Pre-Effective Amendment No. 1, Pre-Effective Amendment No. 2,
      Pre-Effective Amendment No. 3 and Pre-Effective Amendment No. 4 to Form
      S-4, filed on March 25, 2002, April 17, 2002, April 29, 2002, and May 10,
      2002, respectively (Registration No. 333-76198).

      All documents subsequently filed by Nabors pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment to this registration statement that indicates that
all securities offered pursuant to this registration statement have been sold or
that deregisters all securities then remaining unsold, shall also be deemed to
be incorporated by reference herein and to be a part hereof from the dates of
filing of such documents.

      Any statement contained in a document incorporated (or deemed to be
incorporated) by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is (or
is deemed to be) incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this registration
statement.

                                       1
<PAGE>

ITEM 4. DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Under Bermuda law, a company is permitted to indemnify its directors and
officers subject to certain restrictions. Section One (1) and Section
Seventy-Five (75) of our Amended and Restated Bye-laws state:

            "Officer" means a Director, Secretary, or other officer of the
            Company appointed pursuant to these Bye-laws, but does not include
            any person holding the office of auditor in relation to the Company;

            "75. Exemption and Indemnification of Officers. Subject always to
            these Bye-laws, no Officer shall be liable for the acts, receipts,
            neglects or defaults of any other Officer nor shall any Officer be
            liable in respect of any negligence, default or breach of duty on
            his or her own part in relation to the Company or any Subsidiary, or
            for any loss, misfortune or damage which may happen, in or arising
            out of the actual or purported execution or discharge of his or her
            duties or the exercise or purported exercise of his or her powers or
            otherwise in relation to or in connection with his or her duties,
            powers or office.

            75.1. Subject always to these Bye-laws, every Officer shall be
            indemnified and held harmless out of the funds of the Company
            against all liabilities, losses, damages or expenses (including but
            not limited to liabilities under contract, tort and statute or any
            applicable foreign law or regulation and all legal and other costs
            and expenses properly payable) incurred or suffered by the Officer
            arising out of the actual or purported execution or discharge of the
            Officer's duties (including, without limitation, in respect of his
            or her service at the request of the Company as a director, officer,
            partner, trustee, employee, agent or similar functionary of another
            person) or the exercise or purported exercise of the Officer's
            powers or otherwise, in relation to or in connection with the
            Officer's duties, powers or office (including but not limited to
            liabilities attaching to the Officer and losses arising by virtue of
            any rule of law in respect of any negligence, default, breach of
            duty or breach of trust of which such Officer may be guilty in
            relation to the Company or any Subsidiary of the Company).

            75.2. Every Officer shall be indemnified out of the funds of the
            Company against all liabilities arising out of the actual or
            purported execution or discharge of the Officer's duties or the
            exercise or purported exercise of the Officer's powers or otherwise,
            in relation to or in connection with the Officer's duties, powers or
            office, incurred by such Officer in defending any proceedings,
            whether civil or criminal, in which judgment is given in the
            Officer's favour, or in which the Officer is acquitted, or in
            connection with any application under the Companies Acts in which
            relief from liability is granted to the Officer by the court.

            75.3. In this Bye-law 75 (i) the term "Officer" includes, in
            addition to the persons specified in the definition of that term in
            Bye-law 1, the Resident Representative, a member of a

                                       2
<PAGE>

            committee constituted under these Bye-laws, any person acting as an
            Officer or committee member in the reasonable belief that the
            Officer has been so appointed or elected, notwithstanding any defect
            in such appointment or election, and any person who formerly was an
            Officer or acted in any of the other capacities described in this
            clause (i) and (ii) where the context so admits, references to an
            Officer include the estate and personal representatives of a
            deceased Officer or any such other person.

            75.4. The provisions for exemption from liability and indemnity
            contained in this Bye-law shall have effect to the fullest extent
            permitted by Applicable Law, but shall not extend to any matter
            which would render any of them void pursuant to the Companies Acts.

            75.5. To the extent that any person is entitled to claim an
            indemnity pursuant to these Bye-laws in respect of an amount paid or
            discharged by him or her, the relevant indemnity shall take effect
            as an obligation of the Company to reimburse the person making such
            payment (including advance payments of fees or other costs) or
            effecting such discharge.

            75.6. The rights to indemnification and reimbursement of expenses
            provided by these Bye-laws shall not be deemed to be exclusive of,
            and are in addition to, any other rights to which a person may be
            entitled. Any repeal or amendment of this Bye-law 75 shall be
            prospective only and shall not limit the rights of any Officer or
            the obligation of the Company with respect to any claim arising
            prior to any such repeal or amendment.

            75.7. In so far as it is permissible under Applicable Law, each
            Shareholder and the Company agree to waive any claim or right of
            action the Shareholder or it may at any time have, whether
            individually or by or in the right of the Company, against any
            Officer on account of any action taken by such Officer or the
            failure of such Officer to take any action in the performance of his
            duties with or for the Company, provided however, that such waiver
            shall not apply to any claims or rights of action arising out of the
            fraud or dishonesty of such Officer or to recover any gain, personal
            profit or advantage to which such Officer is not legally entitled.

            75.8. Subject to the Companies Acts, expenses incurred in defending
            any civil or criminal action or proceeding for which indemnification
            is required pursuant to this Bye-law 75 shall be paid by the Company
            in advance of the final disposition of such action or proceeding
            upon receipt of an undertaking by or on behalf of the indemnified
            party to repay such amount if it shall ultimately be determined that
            the indemnified party is not entitled to be indemnified pursuant to
            this Bye-law 75.

            75.9. Each Shareholder of the Company, by virtue of its acquisition
            and continued holding of a Share, shall be deemed to have
            acknowledged and agreed that the advances of funds may be made by
            the Company as aforesaid, and when made by the Company under this
            Bye-law 75 are made to meet expenditures incurred for the purpose of
            enabling such Officer to properly perform his or her duties as an
            Officer."

      We have entered into agreements with certain of our directors and officers
indemnifying them against expenses, settlements, judgments and fines in
connection with any threatened, pending or completed action, suit, arbitration
or proceeding where the individual's involvement is by reason of the fact that
he is or was our director or officer or served at our request as a director or
officer of another organization, except where such indemnification is not
permitted under applicable law.

                                       3
<PAGE>

      In addition, we maintain insurance on behalf of our directors and
executive officers insuring them against any liability asserted against them in
their capacities as directors or executive officers or arising out of this
status.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8. EXHIBITS.

      The following are filed as exhibits to this registration statement:

<TABLE>
<CAPTION>
EXHIBIT NO.                                    DESCRIPTION OF EXHIBIT
----------                                     ----------------------
<S>                <C>
   +4.1            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 May 10, 2002)

   +4.2            Amended and Restated Bye-Laws of Nabors Industries Ltd. (incorporated by reference to
                   Annex III to the proxy statement/prospectus included in Nabors Industries Ltd.'s
                   Registration Statement on Form S-4 (Registration No. 333-76198) filed May 10, 2002)

    5.1            Opinion of Appleby Spurling Hunter regarding the legality of the securities being
                   registered

    15             Awareness Letter of PricewaterhouseCoopers LLP

   23.1            Consent of PricewaterhouseCoopers LLP

   23.2            Consent of Appleby Spurling Hunter (included in Exhibit 5.1)

    24             Powers of Attorney (included in signature page)

    +99            Nabors Industries Ltd. 2003 Employee Stock Plan (incorporated by reference to Annex D
                   to Nabors Industries Ltd.'s Definitive Proxy Statement on Schedule 14A (File No.
                   000-49887) filed May 8, 2003)
</TABLE>

---------------
+  Incorporated by reference as indicated.

ITEM 9.  UNDERTAKINGS.

(a)   The undersigned registrant hereby undertakes:

      1.    To file, during any period in which offers or sales are being made,
      a post-effective amendment to this registration statement:

                                       4
<PAGE>

            (i)   To include any prospectus required by Section 10(a)(3) of the
                  Securities Act of 1933;

            (ii)  To reflect in the prospectus any facts or events arising after
                  the effective date of the registration statement (or the most
                  recent post-effective amendment thereof) which, individually
                  or in the aggregate, represent a fundamental change in the
                  information set forth in the registration statement.
                  Notwithstanding the foregoing, any increase or decrease in
                  volume of securities offered (if the total dollar value of
                  securities offered would not exceed that which was registered)
                  and any deviation from the low or high end of the estimated
                  maximum offering range may be reflected in the form of
                  prospectus filed with the Securities and Exchange Commission
                  pursuant to Securities Act Rule 424(b) if, in the aggregate,
                  the changes in volume and price represent no more than 20
                  percent change in the maximum aggregate offering price set
                  forth in the "Calculation of Registration Fee" table in the
                  effective registration statement;

            (iii) To include any material information with respect to the plan
                  of distribution not previously disclosed in the registration
                  statement or any material change to such information in the
                  registration statement;

provided, however, that paragraphs (1)(i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.

      2.    That, for the purpose of determining any liability under the
            Securities Act of 1933, each such post-effective amendment shall be
            deemed to be a new registration statement relating to the securities
            offered therein, and the offering of such securities at that time
            shall be deemed to be the initial bona fide offering thereof.

      3.    To remove from registration by means of a post-effective amendment
            any of the securities being registered which remain unsold at the
            termination of the offering.

(b)   The undersigned registrant hereby further undertakes that, for purposes of
      determining any liability under the Securities Act of 1933, each filing of
      the registrant's annual report pursuant to Section 13(a) or 15(d) of the
      Securities Exchange Act of 1934 (and, where applicable, each filing of an
      employee benefit plan's annual report pursuant to Section 15(d) of the
      Exchange Act) that is incorporated by reference in this registration
      statement shall be deemed to be a new registration statement relating to
      the securities offered therein, and the offering of such securities at
      that time shall be deemed to be the initial bona fide offering thereof.

(c)   Insofar as indemnification for liabilities arising under the Securities
      Act of 1933 may be permitted to directors, officers and controlling
      persons of the registrant pursuant to the foregoing provisions, or
      otherwise, the registrant has been advised that in the opinion of the
      Securities and Exchange Commission such indemnification is against public
      policy as expressed in the Securities Act of 1933 and is, therefore,
      unenforceable. In the event that a claim for indemnification against such
      liabilities (other than the payment by the registrant of expenses incurred
      or paid by a director, officer or controlling person of the registrant in
      the successful defense of any action, suit or proceeding) is asserted by
      such director, officer or controlling person in connection with the
      securities being registered, the registrant will, unless in the opinion

                                       5
<PAGE>

      of its counsel the matter has been settled by controlling precedent,
      submit to a court of appropriate jurisdiction the question whether such
      indemnification by it is against public policy as expressed in the
      Securities Act of 1933 and will be governed by the final adjudication of
      such issue.

                                       6
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, Nabors
Industries Ltd. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing this registration statement on Form S-8
and has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the city of St. Michael, Barbados
this 7th day of January, 2005.

                                              NABORS INDUSTRIES LTD.

                                            By:    /s/ Daniel McLachlin
                                                --------------------------------
                                            Name:  Daniel McLachlin
                                            Title: Vice President -
                                                   Administration & Secretary

                                POWER OF ATTORNEY

      Each person whose signature to this registration statement appears below
hereby appoints each of Eugene M. Isenberg, Anthony G. Petrello, and Bruce M.
Taten as his attorney-in-fact, with full power of substitution, to sign on his
behalf, individually and in the capacities stated below, and to file (i) any and
all amendments and post-effective amendments to this registration statement and
(ii) any registration statement relating to the same offering pursuant to Rule
462(b) under the Securities Act of 1933, which amendments or registration
statements may make such changes and additions as such attorney-in-fact may deem
necessary or appropriate. Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the following persons in
the capacities and on the dates stated.

<TABLE>
<CAPTION>
        SIGNATURE                           TITLE                       DATE
        ---------                           -----                       ----
<S>                               <C>                           <C>
   /s/ Eugene M. Isenberg         Chairman and Chief            January 7, 2005
----------------------------      Executive Officer
       Eugene M. Isenberg

   /s/ Anthony G. Petrello        Deputy Chairman,              January 7, 2005
----------------------------      President, Chief
       Anthony G. Petrello        Operating Officer and
                                  Director

   /s/ Bruce P. Koch              Vice President and            January 7, 2005
----------------------------      Chief Financial Officer
       Bruce P. Koch

   /s/ Alexander M. Knaster       Director                      January 7, 2005
----------------------------
       Alexander M. Knaster

   /s/ James L. Payne             Director                      January 7, 2005
----------------------------
       James L. Payne
</TABLE>

                                       7
<PAGE>

<TABLE>
<S>                               <C>                           <C>
   /s/ Hans W. Schmidt            Director                      January 7, 2005
----------------------------
       Hans W. Schmidt

   /s/ Myron M. Sheinfeld         Director                      January 7, 2005
----------------------------
       Myron M. Sheinfeld

   /s/ Jack Wexler                Director                      January 7, 2005
----------------------------
       Jack Wexler

   /s/ Martin J. Whitman          Director                      January 7, 2005
----------------------------
       Martin J. Whitman
</TABLE>

                                       8
<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO.                                    DESCRIPTION OF EXHIBIT
----------                                     ----------------------
<S>               <C>
   +4.1           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 May 10, 2002)

   +4.2           Amended and Restated Bye-Laws of Nabors Industries Ltd. (incorporated by reference to
                  Annex III to the proxy statement/prospectus included in Nabors Industries Ltd.'s
                  Registration Statement on Form S-4 (Registration No. 333-76198) filed May 10, 2002)

    5.1           Opinion of Appleby Spurling Hunter regarding the legality of the securities being
                  registered

    15            Awareness Letter of PricewaterhouseCoopers LLP

   23.1           Consent of PricewaterhouseCoopers LLP

   23.2           Consent of Appleby Spurling Hunter (included in Exhibit 5.1)

    24            Powers of Attorney (included in signature page)

   +99            Nabors Industries Ltd. 2003 Employee Stock Plan (incorporated by reference to Annex D
                  to Nabors Industries Ltd.'s Definitive Proxy Statement on Schedule 14A (File No.
                  000-49887) filed May 8, 2003)
</TABLE>

--------------
+  Incorporated by reference as indicated.

                                       9
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As filed with the Securities and Exchange Commission on January 7, 2005
--------------------------------------------------------------------------------

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

                         ------------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                       -----------------------------------

                             NABORS INDUSTRIES LTD.
             (Exact Name of Registrant as Specified in Its Charter)

                                     BERMUDA
                         (State or Other Jurisdiction of
                         Incorporation or Organization)

                                   98-0363970
                      (I.R.S. Employer Identification No.)

                      2ND FL. INTERNATIONAL TRADING CENTRE
                                     WARRENS
                              ST. MICHAEL, BARBADOS
                            TELEPHONE: (246) 421-9471
                              (Address of Principal
                               Executive Offices)

                             NABORS INDUSTRIES LTD.
                            2003 EMPLOYEE STOCK PLAN
                            (Full Title of the Plan)

                              BRUCE M. TATEN, ESQ.
                       VICE PRESIDENT AND GENERAL COUNSEL
                         NABORS CORPORATE SERVICES, INC.
                        515 WEST GREENS ROAD, SUITE 1200
                              HOUSTON, TEXAS 77067
                            TELEPHONE: (281) 874-0035
                     (Name and Address of Agent For Service)
          (Telephone Number, Including Area Code, of Agent For Service)

                         CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Maximum    Proposed Maximum
Title of Securities    Amount To Be          Offering Price Per  Aggregate Offering         Amount of
 To Be Registered       Registered               Share (1)            Price             Registration Fee
--------------------------------------------------------------------------------------------------------
Common Shares, par     3,500,000 shares (2)        $48.58          $170,030,000          $20,012.53
value $.001 per share
========================================================================================================
(1) Pursuant to Rule 457(h) of the Securities Act of 1933, and solely for the
purpose of calculating the registration fee, the proposed maximum offering price
per share is based on the average of the high and low sales prices of the Common
Shares on the American Stock Exchange on
January 5, 2005.

(2) If, as a result of stock splits, stock dividends or similar transactions,
the number of securities purported to be registered by this registration
statement changes, the provisions of Rule 416 under the Securities Act of 1933
shall apply to this registration statement, and this registration statement
shall be deemed to cover the additional securities resulting from the split of,
or the dividend on, the securities covered by this registration statement.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      Pursuant to Rule 428(b)(1) under the Securities Act of 1933, as amended,
the documents containing the information specified in Part I of Form S-8 will be
sent or given to each participant in the Nabors Industries Ltd. 2003 Employee
Stock Plan. These documents and the documents incorporated by reference in this
registration statement pursuant to Item 3 of Part II below, taken together,
constitute the Section 10(a) prospectus. Information required by Part I to be
contained in the Section 10(a) prospectus is omitted from this registration
statement in accordance with the introductory note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

      The following documents have been filed with the Securities and Exchange
Commission by Nabors Industries Ltd. ("Nabors") and are incorporated herein by
reference and made a part hereof:

   -  Nabors' Annual Report on Form 10-K for the fiscal year ended December 31,
      2003, filed on March 15, 2004;

   -  Nabors' Quarterly Report on Form 10-Q for the quarter ended March 31,
      2004, filed on May 7, 2004; Nabors' Quarterly Report on Form 10-Q for the
      quarter ended June 30, 2004, filed on August 6, 2004; and Nabors'
      Quarterly Report on Form 10-Q for the quarter ended September 30, 2004,
      filed on November 4, 2004;

   -  Nabors' Current Reports on Form 8-K filed on September 20, 2004, October
      27, 2004, October 29, 2004 and December 17, 2004; and

   -  The description of Nabors' common shares contained in its Registration
      Statement on Form S-4, filed on January 2, 2002, as amended by
      Pre-Effective Amendment No. 1, Pre-Effective Amendment No. 2,
      Pre-Effective Amendment No. 3 and Pre-Effective Amendment No. 4 to Form
      S-4, filed on March 25, 2002, April 17, 2002, April 29, 2002, and May 10,
      2002, respectively (Registration No. 333-76198).

      All documents subsequently filed by Nabors pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment to this registration statement that indicates that
all securities offered pursuant to this registration statement have been sold or
that deregisters all securities then remaining unsold, shall also be deemed to
be incorporated by reference herein and to be a part hereof from the dates of
filing of such documents.

      Any statement contained in a document incorporated (or deemed to be
incorporated) by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is (or
is deemed to be) incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this registration
statement.

                                       1
ITEM 4. DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Under Bermuda law, a company is permitted to indemnify its directors and
officers subject to certain restrictions. Section One (1) and Section
Seventy-Five (75) of our Amended and Restated Bye-laws state:

            "Officer" means a Director, Secretary, or other officer of the
            Company appointed pursuant to these Bye-laws, but does not include
            any person holding the office of auditor in relation to the Company;

            "75. Exemption and Indemnification of Officers. Subject always to
            these Bye-laws, no Officer shall be liable for the acts, receipts,
            neglects or defaults of any other Officer nor shall any Officer be
            liable in respect of any negligence, default or breach of duty on
            his or her own part in relation to the Company or any Subsidiary, or
            for any loss, misfortune or damage which may happen, in or arising
            out of the actual or purported execution or discharge of his or her
            duties or the exercise or purported exercise of his or her powers or
            otherwise in relation to or in connection with his or her duties,
            powers or office.

            75.1. Subject always to these Bye-laws, every Officer shall be
            indemnified and held harmless out of the funds of the Company
            against all liabilities, losses, damages or expenses (including but
            not limited to liabilities under contract, tort and statute or any
            applicable foreign law or regulation and all legal and other costs
            and expenses properly payable) incurred or suffered by the Officer
            arising out of the actual or purported execution or discharge of the
            Officer's duties (including, without limitation, in respect of his
            or her service at the request of the Company as a director, officer,
            partner, trustee, employee, agent or similar functionary of another
            person) or the exercise or purported exercise of the Officer's
            powers or otherwise, in relation to or in connection with the
            Officer's duties, powers or office (including but not limited to
            liabilities attaching to the Officer and losses arising by virtue of
            any rule of law in respect of any negligence, default, breach of
            duty or breach of trust of which such Officer may be guilty in
            relation to the Company or any Subsidiary of the Company).

            75.2. Every Officer shall be indemnified out of the funds of the
            Company against all liabilities arising out of the actual or
            purported execution or discharge of the Officer's duties or the
            exercise or purported exercise of the Officer's powers or otherwise,
            in relation to or in connection with the Officer's duties, powers or
            office, incurred by such Officer in defending any proceedings,
            whether civil or criminal, in which judgment is given in the
            Officer's favour, or in which the Officer is acquitted, or in
            connection with any application under the Companies Acts in which
            relief from liability is granted to the Officer by the court.

            75.3. In this Bye-law 75 (i) the term "Officer" includes, in
            addition to the persons specified in the definition of that term in
            Bye-law 1, the Resident Representative, a member of a

                                       2
committee constituted under these Bye-laws, any person acting as an
            Officer or committee member in the reasonable belief that the
            Officer has been so appointed or elected, notwithstanding any defect
            in such appointment or election, and any person who formerly was an
            Officer or acted in any of the other capacities described in this
            clause (i) and (ii) where the context so admits, references to an
            Officer include the estate and personal representatives of a
            deceased Officer or any such other person.

            75.4. The provisions for exemption from liability and indemnity
            contained in this Bye-law shall have effect to the fullest extent
            permitted by Applicable Law, but shall not extend to any matter
            which would render any of them void pursuant to the Companies Acts.

            75.5. To the extent that any person is entitled to claim an
            indemnity pursuant to these Bye-laws in respect of an amount paid or
            discharged by him or her, the relevant indemnity shall take effect
            as an obligation of the Company to reimburse the person making such
            payment (including advance payments of fees or other costs) or
            effecting such discharge.

            75.6. The rights to indemnification and reimbursement of expenses
            provided by these Bye-laws shall not be deemed to be exclusive of,
            and are in addition to, any other rights to which a person may be
            entitled. Any repeal or amendment of this Bye-law 75 shall be
            prospective only and shall not limit the rights of any Officer or
            the obligation of the Company with respect to any claim arising
            prior to any such repeal or amendment.

            75.7. In so far as it is permissible under Applicable Law, each
            Shareholder and the Company agree to waive any claim or right of
            action the Shareholder or it may at any time have, whether
            individually or by or in the right of the Company, against any
            Officer on account of any action taken by such Officer or the
            failure of such Officer to take any action in the performance of his
            duties with or for the Company, provided however, that such waiver
            shall not apply to any claims or rights of action arising out of the
            fraud or dishonesty of such Officer or to recover any gain, personal
            profit or advantage to which such Officer is not legally entitled.

            75.8. Subject to the Companies Acts, expenses incurred in defending
            any civil or criminal action or proceeding for which indemnification
            is required pursuant to this Bye-law 75 shall be paid by the Company
            in advance of the final disposition of such action or proceeding
            upon receipt of an undertaking by or on behalf of the indemnified
            party to repay such amount if it shall ultimately be determined that
            the indemnified party is not entitled to be indemnified pursuant to
            this Bye-law 75.

            75.9. Each Shareholder of the Company, by virtue of its acquisition
            and continued holding of a Share, shall be deemed to have
            acknowledged and agreed that the advances of funds may be made by
            the Company as aforesaid, and when made by the Company under this
            Bye-law 75 are made to meet expenditures incurred for the purpose of
            enabling such Officer to properly perform his or her duties as an
            Officer."

      We have entered into agreements with certain of our directors and officers
indemnifying them against expenses, settlements, judgments and fines in
connection with any threatened, pending or completed action, suit, arbitration
or proceeding where the individual's involvement is by reason of the fact that
he is or was our director or officer or served at our request as a director or
officer of another organization, except where such indemnification is not
permitted under applicable law.

                                       3
In addition, we maintain insurance on behalf of our directors and
executive officers insuring them against any liability asserted against them in
their capacities as directors or executive officers or arising out of this
status.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8. EXHIBITS.

      The following are filed as exhibits to this registration statement:
EXHIBIT NO.                                    DESCRIPTION OF EXHIBIT
----------                                     ----------------------
+4.1            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 May 10, 2002)

   +4.2            Amended and Restated Bye-Laws of Nabors Industries Ltd. (incorporated by reference to
                   Annex III to the proxy statement/prospectus included in Nabors Industries Ltd.'s
                   Registration Statement on Form S-4 (Registration No. 333-76198) filed May 10, 2002)

    5.1            Opinion of Appleby Spurling Hunter regarding the legality of the securities being
                   registered

    15             Awareness Letter of PricewaterhouseCoopers LLP

   23.1            Consent of PricewaterhouseCoopers LLP

   23.2            Consent of Appleby Spurling Hunter (included in Exhibit 5.1)

    24             Powers of Attorney (included in signature page)

    +99            Nabors Industries Ltd. 2003 Employee Stock Plan (incorporated by reference to Annex D
                   to Nabors Industries Ltd.'s Definitive Proxy Statement on Schedule 14A (File No.
                   000-49887) filed May 8, 2003)
---------------
+  Incorporated by reference as indicated.

ITEM 9.  UNDERTAKINGS.

(a)   The undersigned registrant hereby undertakes:

      1.    To file, during any period in which offers or sales are being made,
      a post-effective amendment to this registration statement:

                                       4
(i)   To include any prospectus required by Section 10(a)(3) of the
                  Securities Act of 1933;

            (ii)  To reflect in the prospectus any facts or events arising after
                  the effective date of the registration statement (or the most
                  recent post-effective amendment thereof) which, individually
                  or in the aggregate, represent a fundamental change in the
                  information set forth in the registration statement.
                  Notwithstanding the foregoing, any increase or decrease in
                  volume of securities offered (if the total dollar value of
                  securities offered would not exceed that which was registered)
                  and any deviation from the low or high end of the estimated
                  maximum offering range may be reflected in the form of
                  prospectus filed with the Securities and Exchange Commission
                  pursuant to Securities Act Rule 424(b) if, in the aggregate,
                  the changes in volume and price represent no more than 20
                  percent change in the maximum aggregate offering price set
                  forth in the "Calculation of Registration Fee" table in the
                  effective registration statement;

            (iii) To include any material information with respect to the plan
                  of distribution not previously disclosed in the registration
                  statement or any material change to such information in the
                  registration statement;

provided, however, that paragraphs (1)(i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.

      2.    That, for the purpose of determining any liability under the
            Securities Act of 1933, each such post-effective amendment shall be
            deemed to be a new registration statement relating to the securities
            offered therein, and the offering of such securities at that time
            shall be deemed to be the initial bona fide offering thereof.

      3.    To remove from registration by means of a post-effective amendment
            any of the securities being registered which remain unsold at the
            termination of the offering.

(b)   The undersigned registrant hereby further undertakes that, for purposes of
      determining any liability under the Securities Act of 1933, each filing of
      the registrant's annual report pursuant to Section 13(a) or 15(d) of the
      Securities Exchange Act of 1934 (and, where applicable, each filing of an
      employee benefit plan's annual report pursuant to Section 15(d) of the
      Exchange Act) that is incorporated by reference in this registration
      statement shall be deemed to be a new registration statement relating to
      the securities offered therein, and the offering of such securities at
      that time shall be deemed to be the initial bona fide offering thereof.

(c)   Insofar as indemnification for liabilities arising under the Securities
      Act of 1933 may be permitted to directors, officers and controlling
      persons of the registrant pursuant to the foregoing provisions, or
      otherwise, the registrant has been advised that in the opinion of the
      Securities and Exchange Commission such indemnification is against public
      policy as expressed in the Securities Act of 1933 and is, therefore,
      unenforceable. In the event that a claim for indemnification against such
      liabilities (other than the payment by the registrant of expenses incurred
      or paid by a director, officer or controlling person of the registrant in
      the successful defense of any action, suit or proceeding) is asserted by
      such director, officer or controlling person in connection with the
      securities being registered, the registrant will, unless in the opinion

                                       5
of its counsel the matter has been settled by controlling precedent,
      submit to a court of appropriate jurisdiction the question whether such
      indemnification by it is against public policy as expressed in the
      Securities Act of 1933 and will be governed by the final adjudication of
      such issue.

                                       6
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, Nabors
Industries Ltd. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing this registration statement on Form S-8
and has duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the city of St. Michael, Barbados
this 7th day of January, 2005.

                                              NABORS INDUSTRIES LTD.

                                            By:    /s/ Daniel McLachlin
                                                --------------------------------
                                            Name:  Daniel McLachlin
                                            Title: Vice President -
                                                   Administration & Secretary

                                POWER OF ATTORNEY

      Each person whose signature to this registration statement appears below
hereby appoints each of Eugene M. Isenberg, Anthony G. Petrello, and Bruce M.
Taten as his attorney-in-fact, with full power of substitution, to sign on his
behalf, individually and in the capacities stated below, and to file (i) any and
all amendments and post-effective amendments to this registration statement and
(ii) any registration statement relating to the same offering pursuant to Rule
462(b) under the Securities Act of 1933, which amendments or registration
statements may make such changes and additions as such attorney-in-fact may deem
necessary or appropriate. Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the following persons in
the capacities and on the dates stated.
SIGNATURE                           TITLE                       DATE
        ---------                           -----                       ----
/s/ Eugene M. Isenberg         Chairman and Chief            January 7, 2005
----------------------------      Executive Officer
       Eugene M. Isenberg

   /s/ Anthony G. Petrello        Deputy Chairman,              January 7, 2005
----------------------------      President, Chief
       Anthony G. Petrello        Operating Officer and
                                  Director

   /s/ Bruce P. Koch              Vice President and            January 7, 2005
----------------------------      Chief Financial Officer
       Bruce P. Koch

   /s/ Alexander M. Knaster       Director                      January 7, 2005
----------------------------
       Alexander M. Knaster

   /s/ James L. Payne             Director                      January 7, 2005
----------------------------
       James L. Payne
7
/s/ Hans W. Schmidt            Director                      January 7, 2005
----------------------------
       Hans W. Schmidt

   /s/ Myron M. Sheinfeld         Director                      January 7, 2005
----------------------------
       Myron M. Sheinfeld

   /s/ Jack Wexler                Director                      January 7, 2005
----------------------------
       Jack Wexler

   /s/ Martin J. Whitman          Director                      January 7, 2005
----------------------------
       Martin J. Whitman
8
EXHIBIT INDEX
EXHIBIT NO.                                    DESCRIPTION OF EXHIBIT
----------                                     ----------------------
+4.1           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 May 10, 2002)

   +4.2           Amended and Restated Bye-Laws of Nabors Industries Ltd. (incorporated by reference to
                  Annex III to the proxy statement/prospectus included in Nabors Industries Ltd.'s
                  Registration Statement on Form S-4 (Registration No. 333-76198) filed May 10, 2002)

    5.1           Opinion of Appleby Spurling Hunter regarding the legality of the securities being
                  registered

    15            Awareness Letter of PricewaterhouseCoopers LLP

   23.1           Consent of PricewaterhouseCoopers LLP

   23.2           Consent of Appleby Spurling Hunter (included in Exhibit 5.1)

    24            Powers of Attorney (included in signature page)

   +99            Nabors Industries Ltd. 2003 Employee Stock Plan (incorporated by reference to Annex D
                  to Nabors Industries Ltd.'s Definitive Proxy Statement on Schedule 14A (File No.
                  000-49887) filed May 8, 2003)
--------------
+  Incorporated by reference as indicated.

                                       9