1

    AS FILED WITH THE 
As filed with the Securities and Exchange Commission on June 2, 2022
Registration No. 333-257281
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-1 ON AUGUST 31, 2000
                                                     REGISTRATION NO. 333-
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ---------------------
                                    FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
                             ---------------------
                        
DIAMOND OFFSHORE DRILLING, INC.
             (Exact
(Exact Name of Registrant as Specified in itsIts Charter)

                     DELAWARE                                                            
Delaware
76-0321760
           (State
(State or Other Jurisdiction (I.R.S. Employer
         of
Incorporation or Organization)
(I.R.S. Employer
Identification Number)

                                                                                    WILLIAM C. LONG, ESQ.
                                                                                GENERAL COUNSEL AND SECRETARY
                                                                               DIAMOND OFFSHORE DRILLING, INC.
                     15415 KATY FREEWAY                                              15415 KATY FREEWAY
                    HOUSTON, TEXAS 77094                                            HOUSTON, TEXAS 77094
                       (281) 492-5300                                                  (281) 492-5300
(Address, Including Zip Code, and Telephone Number, Including              (Name, Address, Including Zip Code, and
   Area Code, of Registrant's Principal Executive Offices)      Telephone Number, Including Area Code, of Agent for Service)

                             ---------------------
                                    
15415 Katy Freeway
Houston, Texas 77094
(281) 492-5300
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
David L. Roland, Esq.
Senior Vice President, General Counsel and Secretary
Diamond Offshore Drilling, Inc.
15415 Katy Freeway, Suite 100
Houston, Texas 77094
(281) 492-5300
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copy to:

                            JAMES L. RICE III, ESQ.
                           WEIL, GOTSHAL & MANGES
Shelton M. Vaughan, Esq.
Duane Morris LLP
                           700 LOUISIANA, SUITE 1600
                              HOUSTON, TEXAS 77002
                                 
1330 Post Oak Blvd., Suite 800
Houston, Texas 77056
(713) 546-5000
                             ---------------------
     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable402-3900
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.
    registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  [ ]
    box:  ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  [X]
    box:  ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  [ ] ______________
    ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  [ ] ______________
    ☐
If delivery ofthis Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the prospectus is expected to be madeCommission pursuant to Rule 434,
please462(e) under the Securities Act, check the following box.  [ ]
                             ---------------------
                        CALCULATION OF REGISTRATION FEE


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                                                                   PROPOSED MAXIMUM     PROPOSED MAXIMUM
          TITLE OF EACH CLASS OF                 AMOUNT TO          OFFERING PRICE     AGGREGATE OFFERING       AMOUNT OF
        SECURITIES TO BE REGISTERED            BE REGISTERED           PER UNIT              PRICE           REGISTRATION FEE
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Zero Coupon Convertible Debentures Due June
  6, 2020..................................     $402,178,000           100%(1)            $402,178,000         $106,175(2)
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Common Stock, par value $.01 per share.....         (3)                  (3)                  (3)                  (4)
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(1) Estimated solely for the purpose☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of computing the amount of the registration
    feesecurities pursuant to Rule 457(o)413(b) under the Securities Act, check the following box.  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☐
Accelerated filer
☐
Non-accelerated filer
☒
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended.
(2) This fee is calculatedamended, or until this Registration Statement shall become effective on the basis of the offering price of the debentures.
(3) Includes 6,929,038 shares of common stock issuable upon conversion of the
    debentures at the rate of 8.6075 shares of common stock for each $1,000
    principal amount at maturity of the debentures. Pursuant to Rule 416 undersuch date as the Securities Act, such number of shares of common stock registered hereby
    shall include an indeterminate number of shares of common stock thatand Exchange Commission, acting pursuant to said Section 8(a), may be
    issued in connection with a stock split, stock dividend, recapitalization or
    similar event.
(4) Pursuantdetermine.
Explanatory Note
This Pre-Effective Amendment No. 2 to Rule 457(i), thereForm S-1 on Form S-3 is no additional filing fee with respectbeing filed by Diamond Offshore Drilling, Inc. (or the Company) to convert the shares of common stock issuable upon conversion ofRegistration Statement on Form S-1 (File No. 333-257281) filed by the debentures
    because no additional consideration will be received in connectionCompany with the exercise ofSecurities and Exchange Commission on June 22, 2021, as amended by Amendment No. 1 thereto filed by the conversion privilege.

    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

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      Company on August 27, 2021, into a registration statement on Form S-3.
The information in this prospectus is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. The selling securityholdersstockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

                 SUBJECT TO COMPLETION, DATED           , 2000

PROSPECTUS

                            [DIAMOND OFFSHORE LOGO]

                        DIAMOND OFFSHORE DRILLING, INC.

              ZERO COUPON CONVERTIBLE DEBENTURES DUE JUNE 6, 2020

THE DEBENTURES

- - Aggregate principal amount at maturity: $805,000,000.

- -
Subject to completion, dated June 2, 2022
Prospectus
Diamond Offshore Drilling, Inc.
20,229,065 Shares of Common stock into whichStock
This prospectus relates to the debentures are convertible: initially 6,929,038
  shares, subjectoffer and sale by the selling stockholders identified in this prospectus of up to conversion rate adjustments.

- - Issue price: $499.60 on June 6, 2000.

- - Yield to maturity: 3.50% per year.

- - Conversion rate: 8.607520,229,065 shares of our common stock, par value $0.0001 per $1,000 principal amount
  at maturityshare (which we refer to collectively as the Shares). We are not selling any Shares and we will not receive any proceeds from the sale of debentures.

- - Datethe Shares by the selling stockholders. We are registering the offer and sale of maturity: June 6, 2020.

CONVERSION

- - Holders can convert the debentures into our common stock at any time priorShares pursuant to maturity.

REDEMPTION

- -registration rights we have granted under a registration rights agreement dated as of April 23, 2021. We have agreed to bear all of the optionexpenses incurred in connection with the registration of the Shares. The selling stockholders will pay or assume brokerage discounts or commissions and similar charges, if any, incurred in the sale of the Shares.
Our registration of the Shares covered by this prospectus does not mean that the selling stockholders will offer or sell any of the Shares. The Shares to redeemwhich this prospectus relates may be offered and sold from time to time directly by the debentures after June 6, 2005.

REPURCHASE

- - Holders haveselling stockholders or alternatively through broker-dealers or agents. The selling stockholders will determine at what price they may sell the optionShares offered by this prospectus. Such sales may be made at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices, as further described in the section of this prospectus entitled “Plan of Distribution” beginning on June 6, 2005, June 6, 2010 or June 6, 2015, or when
  there ispage 25. For a changelist of control of Diamond Offshore, to require us to repurchase
  their debentures.

- - the selling stockholders, see the section entitled “Selling Stockholders.”
We may chooseamend or supplement this prospectus from time to paytime by filing amendments or supplements as required. You should read and carefully consider and evaluate this entire prospectus, including the repurchase price in cashinformation incorporated by reference into this prospectus, and any amendments or shares of our common
  stock or a combination of cash and shares of our common stock.

     THE DEBENTURES AND COMMON STOCK OFFERED IN THIS PROSPECTUS INVOLVE A HIGH
DEGREE OF RISK. CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 5.

     supplements before you make your investment decision.
Our common stock is listed on Thethe New York Stock Exchange and trades under the symbol "DO."

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OF THIS PROSPECTUS. ANY CONTRARY REPRESENTATION IS A CRIMINAL OFFENSE.

                  Prospectus dated“DO.” On June 1, 2022, the last reported sale price of our common stock was $8.07 per share, as reported on the New York Stock Exchange.
Our principal office is located at 15415 Katy Freeway, Houston, Texas 77094. Our telephone number is (281) 492-5300.
Investing in the Shares involves significant risks. See “Risk Factors” beginning on page 9 of this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is                     , 2000
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                               20    
TABLE OF CONTENTS

                                                               PAGE
                                                               ----
Explanatory Note
1
Cautionary Note Regarding Forward-Looking Statements..................................     1
Statements
2
Where You Can Find More Information.........................     1
Summary.....................................................     3
Information
5
Incorporation of Certain Information by Reference
5
Prospectus Summary
7
Risk Factors................................................     5
Factors
9
Use of Proceeds.............................................    10
Ratio of Earnings to Fixed Charges..........................    10
Proceeds
12
Selling Stockholders
13
Description of Common Stock.................................    10
Description of the Debentures...............................    11
Selling Securityholders.....................................    26
Certain United States Federal Income Tax Considerations.....    28
Capital Stock
21
Plan of Distribution........................................    32
Distribution
25
Legal Matters...............................................    33
Independent Auditors........................................    33
Matters
26
Experts
26
This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission pursuant to which the selling stockholders named herein may, from time to time, offer and sell or otherwise dispose of the Shares covered by this prospectus. You should not assume that the information contained in this prospectus is accurate on any date subsequent to the date set forth on the front cover of this prospectus or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus is delivered or Shares are sold or otherwise disposed of on a later date. It is important for you to read and consider all information contained in this prospectus, including the documents incorporated by reference herein, in making your investment decision. You should also read and consider the information in the documents to which we have referred you under the caption “Where You Can Find More Information” in this prospectus.
We have not authorized anyone to provide any information or to make any representation other than those contained or incorporated by reference in this prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any of our securities other than the Shares covered hereby, nor does this prospectus constitute an offer to sell or the solicitation of an offer to buy any Shares in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.
For investors outside the United States: we have not, and the selling stockholders have not, taken any action to permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offer and sale of the Shares and the distribution of this prospectus outside the United States.
We are not making any representation to any purchaser of the Shares regarding the legality of an investment in the Shares by such purchaser. You should not consider any information in this prospectus to be legal, business or tax advice. You should consult your own attorney, business advisor or tax advisor for legal, business and tax advice regarding an investment in the Shares.
This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. Please read “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.”
As used in this prospectus generally, the words “we,” “us,” “our” and “Diamond Offshore” refer to Diamond Offshore Drilling, Inc., a Delaware corporation, and its direct or indirect subsidiaries, unless the context otherwise requires, and “our Board of Directors” refers to the board of directors of Diamond Offshore Drilling, Inc.
i   4
EXPLANATORY NOTE
As previously disclosed, Diamond Offshore Drilling, Inc. (or the Company) and certain of its subsidiaries (or, together with the Company, the Debtors) commenced voluntary cases (or, collectively, the Chapter 11 Cases) under chapter 11 of title 11 of the United States Code (or the Bankruptcy Code) in the United States Bankruptcy Court for the Southern District of Texas (or the Bankruptcy Court) and filed the Joint Chapter 11 Plan of Reorganization of Diamond Offshore Drilling, Inc. and Its Debtor Affiliates on January 22, 2021 with the Bankruptcy Court, which was subsequently amended on February 24, 2021 and February 26, 2021 (or the Plan). On March 23, 2021, the Debtors filed the Plan Supplement for Second Amended Joint Chapter 11 Plan of Reorganization of Diamond Offshore Drilling, Inc. and Its Debtor Affiliates, Docket No. 1157, with the Bankruptcy Court, which was subsequently amended on April 6, 2021 and April 22, 2021 (or the Plan Supplement).
On April 8, 2021, the Bankruptcy Court entered an order, Docket No. 1231, confirming the Plan (or the Confirmation Order). The Plan, as confirmed, is attached to the Confirmation Order. The Plan and Confirmation Order were filed with the U.S. Securities and Exchange Commission (or the SEC) as Exhibits 2.1 and 99.1 to the registration statement of which this prospectus is a part.
On April 23, 2021 (or the Effective Date), the Plan became effective in accordance with its terms and the Debtors emerged from chapter 11 reorganization.
On the Effective Date, in connection with the effectiveness of, and pursuant to the terms of, the Plan and the Confirmation Order, the Company’s common stock outstanding immediately before the Effective Date was canceled and is of no further force or effect, and the new organizational documents of the Reorganized Company (as defined below) became effective, authorizing the issuance of shares of common stock representing 100% of the equity interests in the Reorganized Company (or the New Diamond Common Shares). Pursuant to the Warrant Agreement (or the Warrant Agreement), dated the Effective Date, among the Company, Computershare Inc., a Delaware corporation, and Computershare Trust Company, N.A., a federally chartered trust company, as warrant agent, which provides for the issuance of five-year warrants with no Black Scholes protection (or the Emergence Warrants) to purchase an aggregate of 7.00% of the New Diamond Common Shares, measured at the time of the exercise, subject to dilution by shares issuable pursuant to the Company’s management incentive plan, the Company issued an aggregate of 7,526,894 of Emergence Warrants on the Effective Date to holders of existing shares of common stock in the amounts, and on the terms, set forth in the Plan and the Plan Supplement. Thus, the Company, as reorganized on the Effective Date in accordance with the Plan (or the Reorganized Company), issued the New Diamond Common Shares, the Emergence Warrants, and the 9.00%/11.00%/13.00% Senior Secured First Lien PIK Toggle Notes due 2027 (or the First Lien Notes) issued by Diamond Foreign Asset Company, a Cayman Islands exempted company limited by shares, and Diamond Finance, LLC (or the Issuers), which are jointly and severally irrevocably and unconditionally guaranteed on a senior secured basis by the Company, the Issuers and certain subsidiaries of the Company.
On the Effective Date, the Company entered into a registration rights agreement (or the Registration Rights Agreement) with certain parties who received New Diamond Common Shares under the Plan (or the RRA Shareholders). The RRA Shareholders exercised their right to require the Company to file a shelf registration statement and on June 22, 2021, the Company filed a registration statement, as subsequently amended, to register
the Shares owned by the RRA Shareholders. The Company will generally pay all registration expenses in connection with its obligations under the Registration Rights Agreement, regardless of whether a registration statement is filed or becomes effective. The registration rights granted in the Registration Rights Agreement are subject to customary indemnification and contribution provisions, as well as customary restrictions such as blackout periods. The Company is filing the registration statement on Form S-3 of which this prospectus forms a part pursuant to the foregoing obligation. The foregoing description of the Registration Rights Agreement is not complete and is qualified in its entirety by reference to the Registration Rights Agreement, which is filed as Exhibit 4.4 to the registration statement of which this prospectus is a part and is incorporated herein by reference.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, any accompanying prospectus supplement and the documentsinformation incorporated by reference in this prospectus contain both historicalmay include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and forward-looking statements.Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, or the Securities Act, and Section 21E of the Securities Exchange
Act of 1934, or the Exchange Act.statements. Forward-looking statements include, the
information concerning possiblewithout limitation, any statement that may project, indicate or assumedimply future results, events, performance or achievements, and may contain or be identified by the words “expect,” “intend,” “plan,” “predict,” “anticipate,” “estimate,” “believe,” “should,” “could,” “would,” “may,” “might,” “will,” “will be,” “will continue,” “will likely result,” “project,” “forecast,” “budget” and similar expressions. In addition, any statement concerning future financial performance (including, without limitation, future revenues, earnings or growth rates), ongoing business strategies or prospects, and possible actions taken by or against us, which may be provided by management, are also forward-looking statements as so defined. These types of operationsstatements are based on current expectations about future events and inherently are subject to a variety of assumptions, risks and uncertainties, many of which are beyond our company, including statements about the following subjects:

     - business strategy

     - growth opportunities

     - competitive position

     - market outlook

     - expected financial position

     - expected results of operations

     - future cash flows

     - future dividends

     - financing plans

     - budgets for capital and other expenditures

     - timing and cost of completion of capital projects

     - plans and objectives of management

     - performance of contracts

     - outcomes of legal proceedings

     - compliance with applicable laws

     - adequacy of insurance

     - future uses of and requirements for financial resources

     - expenditures, delivery dates and drilling contracts related to the Ocean
       Confidence and other conversion or upgrade projects

     Forward-looking statements in this prospectus or incorporated by reference
are identifiable by use of the following words and other similar expressions,
among others:

     - "anticipate"

     - "believe"

     - "budget"

     - "could"

     - "estimate"

     - "expect"

     - "forecast"

     - "intend"

     - "may"

     - "might"

     - "plan"

     - "predict"

     - "project"

     - "should"

     The factors discussed below under "Risk Factors" and in the documents we
incorporate by reference into this prospectus could affect our future results of
operations andcontrol, that could cause thoseactual results to differ materially from those expected, projected or expressed in theforward-looking statements. Factors that could impact these areas and our overall business and financial performance and cause actual results to differ from these forward-looking statements includedinclude, but are not limited to, the risk factors discussed elsewhere in this prospectus, orany accompanying prospectus supplement and the documents incorporated by reference.reference in this prospectus. These factors include, among others, risks and uncertainties associated with the following:
those described under “Risk Factors” in this prospectus, and in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC on March 7, 2022, as amended by our Annual Report on Form 10-K/A filed with the SEC on May 2, 2022;
risks that our assumptions and analyses in the Plan are incorrect;
the potential adverse effects of the Chapter 11 Cases on our liquidity, results of operations, access to capital resources or business prospects;
the impact of the COVID-19 pandemic, including new variants of the virus, or future epidemics or pandemics on our business, including the potential for worker absenteeism, facility closures, work slowdowns or stoppages, supply chain disruptions, additional costs and liabilities, delays, our ability to recover costs under contracts, insurance challenges, and potential impacts on access to capital, markets and the fair value of our assets;
general economic and business conditions casualty losses, industry fleet capacity, and trends, including recessions, inflation, and adverse changes in the level of international trade activity;
worldwide supply and demand for oil and natural gas;
changes in foreign and domestic oil and gas exploration, development and production activity,
competition, activity;
oil and natural gas price fluctuations and related market expectations;
the ability of the Organization of Petroleum Exporting Countries, and 10 other oil producing countries, including Russia and Mexico, or OPEC+, to set and maintain production levels and pricing, and the level of production in non-OPEC+ countries;
policies of various governments regarding exploration and development of oil and gas reserves;
inability to obtain contracts for our rigs that do not have contracts;
inability to reactivate cold-stacked rigs;
cancellation or renegotiation of contracts included in our reported contract backlog;
advances in exploration and development technology;
the worldwide political and military environment, including, for example, in oil-producing regions and locations where our rigs are operating or are in shipyards;
casualty losses;
operating hazards inherent in drilling for oil and gas offshore;
the risk of physical damage to rigs and equipment caused by named windstorms in the U.S. Gulf of Mexico;
industry fleet capacity;
market conditions in the offshore contract drilling industry, including, without limitation, dayrates and utilization levels;
competition;
changes in foreign, political, social and economic conditions,
conditions;
risks of international operations, compliance with foreign laws and taxation policies and seizure, expropriation, nationalization, deprivation, malicious damage or other loss of possession or use of equipment and assets;
risks of potential contractual liabilities pursuant to our various drilling contracts in effect from time to time;
customer or supplier bankruptcy, liquidation or other financial difficulties;
the ability of customers and suppliers to meet their obligations to us and our subsidiaries;
collection of receivables;
foreign exchange and currency fluctuations and regulations, and the inability to repatriate income or capital;
risks of war, military operations, other armed hostilities, sabotage, piracy, cyber-attack, terrorist acts and embargoes, including the conflict in Ukraine;
changes in offshore drilling technology, which could require significant capital expenditures in order to maintain competitiveness;
reallocation of drilling budgets away from offshore drilling in favor of other priorities such as renewable energy or other land-based projects;
regulatory initiatives and compliance with governmental regulations including, without limitation, regulations pertaining to climate change, greenhouse gases, carbon emissions or energy use;
compliance with and liability under environmental laws and regulations;
uncertainties surrounding deepwater permitting and exploration and development activities;
potential changes in accounting policies by the Financial Accounting Standards Board, SEC, or regulatory agencies for our industry which may cause us to revise our financial accounting and/or disclosures in the future, and which may change the way analysts measure our business or financial performance;
development and increasing adoption of alternative fuels;
customer preferencespreferences;
risks of litigation, tax audits and contingencies and the impact of compliance with judicial rulings and jury verdicts;
cost, availability, limits and adequacy of insurance;
invalidity of assumptions used in the design of our controls and procedures and the risk that material weaknesses may arise in the future;
business opportunities that may be presented to and pursued or rejected by us;
the results of financing efforts;
adequacy and availability of our sources of liquidity;
risks resulting from our indebtedness;
public health threats;
negative publicity;
impairments of assets; and
various other matters, many of which are beyond our control.

     You
Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements. EachWe expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement speaks only asto reflect any change in our expectations or beliefs with regard to the statement or any change in events, conditions or circumstances on which any forward-looking statement is based. In addition, in certain places in this prospectus, any accompanying prospectus supplement and the information incorporated by reference in this prospectus, we may refer to reports published by third parties that purport to describe trends or developments in energy production or drilling and exploration activity. While we believe that these reports are reliable, we have not independently verified the information included in such reports. We specifically disclaim any responsibility for the accuracy and completeness of the date of the particular
statement,such information and we undertake no obligation to publicly update or revise any
forward-looking statements.

                      such information.
WHERE YOU CAN FIND MORE INFORMATION
We are subjecthave filed with the SEC a registration statement on Form S-3 (including the exhibits, schedules and amendments thereto) under the Securities Act to register with the SEC the Shares offered in this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement and the exhibits and schedules filed with it. For further information about us and the Shares, we refer you to the informational requirementsregistration statement and the exhibits and schedules filed with it and the documents incorporated by reference therein. Statements contained in this prospectus as to the contents of any contract, agreement or any other document are summaries of the Exchange Act,material terms of this contract, agreement or other document and are not necessarily complete and each such statement is qualified in accordance withall respects by reference to the Exchange Act,full text of such contract, agreement or other document filed as an exhibit to the registration statement.
We file annual, quarterly, and specialcurrent reports, proxy statements and other information with the SecuritiesSEC. Our SEC filings are available to the public over the Internet at the SEC’s website at www.sec.gov.
We also make available free of charge on our internet website at www.diamondoffshore.com our Annual Reports on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K and Exchange
Commission,any amendments to those reports, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. You can inspect and copy the registration statementInformation contained on 1
   5

Form S-3 of whichour website is not incorporated by reference into this prospectus is aand you should not consider information contained on our website as part as well as reports, proxy
statements and other informationof this prospectus.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference” specified documents that we file with the SEC, and obtain copies of
these materials at the prescribed rates, at the SEC's Public Reference Room at
450 Fifth Street, N.W., Washington, D.C. 20549. You can call the SEC at
1-800-SEC-0330 for information regarding the operation of the Public Reference
Room. The SEC also maintains an Internet site at http://www.sec.gov that
contains reports, proxy and information statements, and other information
regarding registrants, like us, that file electronically.

     This prospectus provides you with a general description of the debentures
and common stock being registered. This prospectus is part of a registration
statement that we have filed with the SEC. To see more detail, you should read
the exhibits and schedules filed with, or incorporated by reference into, our
registration statement.

     The SEC allows us to "incorporate by reference" into this prospectus the
information we file with the SEC. Thiswhich means that we can disclose important information to you without actually including the specific information in this prospectus by referring you to those documents.other documents on file with the SEC. The information weincorporated by reference is an important part of this prospectus. If information in incorporated documents conflicts with information in this prospectus, you should rely on the most recent information. If information in an incorporated document conflicts with information in another incorporated document, you should rely on the most recent incorporated document.
We incorporate by reference is considered a partthe following documents that we have filed with the SEC (File No. 1-13926) pursuant to the Exchange Act (excluding such documents or portions thereof that have been “furnished” but are not deemed “filed” under the Exchange Act in accordance with the Exchange Act and applicable SEC rules and regulations):
•
Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed on March  7, 2022, as amended by our Annual Report on Form 10-K/A filed on May 2, 2022;
•
Quarterly Report on Form 10-Q for the quarter ended March 31, 2022 filed on May 10, 2022;
•
Current Reports on Form 8-K filed on January 3, 2022, January 24, 2022, April 27, 2022, May 2, 2022 and May 11, 2022 ; and
•
The description of our common stock contained in our registration statement on Form 8-A filed with the SEC on March 29, 2022, as we may update that description from time to time.
We also incorporate by reference into this prospectus and later
informationall documents that we subsequently file with the SEC will automatically update and supersede this
information. We incorporate by reference our documents listed below and any
future filings we make with the SEC under SectionsSection 13(a), 13(c), 14 andor 15(d) of the Exchange Act, until this offering is completed:

     - Annual Report on Form 10-K for the year ended December 31, 1999;

     - Quarterly Report on Form 10-Q for the quarter ended March 31, 2000;

     - Current Report on Form 8-K filedincluding all such documents we may file with the SEC on June 1, 2000;

     - Quarterly Report on Form 10-Q forafter the quarter ended June 30, 2000date of the initial registration statement of which this prospectus forms a part and Amendment No. 1 thereto; and

     - The description of our common stock contained in Amendment No. 1prior to the Registration Statement on Form 8-A filed with the SEC on October 10,
       1995.

     You may request these documents in writing or by telephone. We will provide
to you, at no cost, a copyeffectiveness of any or all information incorporated by reference
in the registration statement of which this prospectus forms a part, prior to the termination of the offering of the Shares registered pursuant to such registration statement. These documents may include Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy
statements. We are not incorporating by reference any information furnished under Items 2.02 or 7.01 (or corresponding information furnished under Item 9.01 or included as an exhibit) in any past or future Current Report on Form 8-K that we may file with the SEC, unless otherwise specified in such Current Report.
We will provide without charge to each person, including any beneficial owner, to whom this prospectus is delivered, upon written or oral request, a part.copy of any or all of the foregoing documents incorporated herein by reference (other than exhibits unless such exhibits are specifically incorporated by reference in such documents). Requests for such documents should be directed to our Investor Relations Department at our principal
offices, which are located at to:
Diamond Offshore Drilling, Inc.
15415 Katy Freeway, Suite 100
Houston, Texas 77094. You may
contact our77094
Attention: Investor Relations Department by calling us at
Telephone: (281) 492-5300.

     You should rely on the
PROSPECTUS SUMMARY
This summary highlights information incorporated by reference or providedcontained elsewhere in this prospectus or any prospectus supplement. We have not authorized anyone else
to provide you with different information. The selling securityholders are not
making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information in this prospectus or any
prospectus supplement is accurate as of any date other than the date on the
front of the document.

                                        2
   6

                                    SUMMARY

     You should read this summary together with the more detailed information
regarding us, the Zero Coupon Convertible Debentures Due June 6, 2020, or
Debentures, and the common stock issuable upon conversion of the Debentures
appearing elsewhere, and incorporated by reference in this prospectus, is not complete, and does not contain all of the information that you should consider before making your investment decision. Important information is incorporated by reference into this prospectus. All
selling securityholders must deliver aYou should carefully read the entire prospectus, to purchasers at or priorincluding the documents incorporated by reference herein, which are described under “Incorporation of Certain Information by Reference” and “Where You Can Find More Information.” You should also read and carefully consider, among other things, the information presented and incorporated by reference under the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” and the consolidated financial statements and the notes thereto before making an investment decision.
Our Company
We provide contract drilling services to the timeenergy industry around the globe with a fleet of any sale of15 floater rigs (four owned drillships, eight owned semisubmersibles and three managed rigs), including one warm-stacked semisubmersible rig, the Debentures or common stock issuable upon conversion
of the Debentures.

                        DIAMOND OFFSHORE DRILLING, INC.

     We are a leading global offshore oil and gas drilling contractor. Our
fleet, which is comprised of 30Ocean GreatWhite, two cold-stacked semisubmersible rigs, 14 jack-up rigsthe Ocean Valiant and the Ocean Monarch, and one drillship, is one of the world's largest.

     cold-stacked managed rig.
We drill in the waters ofoffshore North America, South America, Europe, Africa, Asia and Australia. We offer comprehensive drilling services to the global energy industry.
Risk Factors
Investing in the Shares involves significant risks. Before making an investment decision, you should carefully consider the risks described and incorporated by reference into this prospectus under “Risk Factors” and elsewhere in this prospectus, any prospectus supplement or amendment, our most recent Annual Report on Form 10-K and our other filings with the SEC that are incorporated into this prospectus in evaluating an investment in the Shares. If any of the risks were to actually occur, they may materially harm our business and our financial condition and results of operations. In this event, the price of our common stock, par value $0.0001 per share, or Common Stock, could decline significantly and you could lose some or all of your investment.
Reorganization and Emergence from Bankruptcy
We were incorporatedemerged from bankruptcy under chapter 11 of the Bankruptcy Code on April 23, 2021. Upon our emergence from bankruptcy, we adopted fresh start accounting. Accordingly, because fresh start accounting rules apply, our financial condition and results of operations following emergence from the Chapter 11 Cases may not be comparable to the financial condition or results of operations reflected in 1989. our historical financial statements. The lack of comparable historical financial information may discourage investors from purchasing our Common Stock.
Corporate Information
Our principal executive offices are located at 15415 Katy Freeway, Houston, Texas 77094, and our telephone number at that location is (281) 492-5300. As used Our website address is www.diamondoffshore.com. Neither our website nor any information contained on our website is part of, nor incorporated by reference in, this prospectus.
THE OFFERING
Issuer
Diamond Offshore Drilling, Inc., a Delaware corporation.
Common Stock the selling stockholders are offering
20,229,065 shares of Common Stock.
Common Stock outstanding
100,074,818 shares of Common Stock as of May 2, 2022.
Selling stockholders
Certain holders of our securities prior to our emergence from bankruptcy, including investment funds and other entities. See “Selling Stockholders” for further discussion.
Use of proceeds
We will not receive any proceeds from the sale of Shares by the selling stockholders in this offering. See “Use of Proceeds.”
Risk factors
Investing in the Shares involves substantial risks. You should read carefully the “Risk Factors” section of this prospectus and the risk factors incorporated by reference into this prospectus for a discussion of factors that you should carefully consider before deciding to invest in the Shares.
Trading Market and Ticker Symbol
Our Common Stock is listed on the New York Stock Exchange under the symbol “DO.”
RISK FACTORS
An investment in the Shares involves a significant degree of risk. Before you invest in the Shares you should carefully consider the specific risk factors set forth below, the risks described elsewhere in this prospectus "we" means Diamond
Offshore Drilling, Inc.,and the risks described under “Risk Factors” and elsewhere in any applicable prospectus supplement, our most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q and other reports and documents we file with the SEC after the date of this prospectus that are incorporated by reference herein, together with all of the other information included in this prospectus, any prospectus supplement and the documents incorporated by reference herein, in evaluating an investment in the Shares. If any of the risks discussed in the foregoing documents were to occur, our business, financial condition, results of operations and cash flows could be materially adversely affected. If that occurs, the price of the Shares could decline materially and you could lose some or all of your investment. Please read “Cautionary Note Regarding Forward-Looking Statements” and “Incorporation of Certain Information by Reference.”
The risks included in this prospectus and the documents incorporated by reference into this prospectus are not the only risks we face. We may experience additional risks and uncertainties not currently known to us, or as a Delaware corporation,result of developments occurring in the future. Conditions that we currently deem to be immaterial may also materially and its subsidiaries, unlessadversely affect our business, financial condition, cash flows and results of operations.
Risks Related to the context indicates otherwise.

                                  THE OFFERING

Securities Offered.........  $805,000,000 principalShares and this Offering
The market price of our Common Stock may be volatile and may decline, and you may not be able to resell our Common Stock at prices equal to or greater than the price you paid.
The trading price of our Common Stock could fluctuate significantly and may decline for many reasons. Numerous factors, including many over which we have no control, may have a significant impact on the market price of our Common Stock. These factors include, among other things:
our operating and financial performance and prospects;
our ability to repay our debt;
investor perceptions of us and the industry and markets in which we operate;
the public reaction to our press releases, our other public announcements and our filings with the SEC;
future sales, or the availability for sale, of equity or equity-related securities;
changes in earnings estimates or buy/sell recommendations by analysts;
strategic actions by our competitors;
changes in applicable laws and regulations;
changes in accounting principles;
limited trading volume of our Common Stock;
general financial, domestic, economic and other market conditions; and
the realization of any risks described under this “Risk Factors” section or those incorporated by reference.
In the event of a drop in the market price of our Common Stock, you could lose a substantial part or all of your investment in our Common Stock.
Sales of our Common Stock by existing stockholders, or the perception that these sales may occur, especially by directors or significant stockholders of the Company, may cause the price of our Common Stock to decline.
If our existing stockholders, in particular our directors or other affiliates, sell substantial amounts of our Common Stock or other securities, or are perceived by a public market as intending to sell, the price of our
Common Stock could decline. In addition, sales of these shares of Common Stock could impair our ability to raise capital, should we wish to do so. Up to 20,229,065 shares of our Common Stock may be sold pursuant to this prospectus by the selling stockholders, which represent approximately 20.2% of our outstanding Common Stock as of May 2, 2022. We cannot predict the timing or amount at maturity of Zero
                             Coupon Convertible Debentures Due June 6, 2020.

                             Wefuture sales of the Shares by selling stockholders pursuant to this prospectus, but such sales, or the perception that such sales could occur, may adversely affect prevailing market prices for our Common Stock.
Our Common Stock is an equity interest and therefore subordinated to our indebtedness.
In the event of our liquidation, dissolution or winding up, our Common Stock would rank below all secured debt claims against us. As a result, holders of our Common Stock will not pay interest on the Debentures priorbe entitled to maturity. Each Debenture was issued at a pricereceive any payment or other distribution of $499.60 per Debenture. The principal amount at
                             maturity is $1,000 for each Debenture.

Maturity Date..............  June 6, 2020.

Yieldassets upon our liquidation, dissolution or winding up until after all of our obligations to Maturity of
  Debentures...............  3.50% per year calculated from June 6, 2000.

Conversion Rights..........  You have the option to convert the Debentures into
                             our common stock at any time prior to maturity,
                             unless the Debenturessecured debt holders have been previously redeemedsatisfied.
Because we currently have no plans to pay cash dividends or purchased.

                             You can convert the Debentures into common stock at
                             a conversion rate of 8.6075 shares for each $1,000
                             principal amount at maturity. The conversion rate
                             will be subject to adjustment if certain events
                             occur. Upon conversion,other distributions on our Common Stock, you will receive only
                             common stock. You willmay not receive any return on investment unless you sell your Common Stock for a price greater than that which you paid for it.
We currently do not expect to pay any cash payment
                             fordividends or other distributions on our Common Stock in the accrued original issue discountforeseeable future. Any future determination to pay cash dividends or other distributions on our Common Stock will be at the conversion date. See "Description of the
                             Debentures -- Conversion Rights."

                             The Debentures are initially convertible into
                             6,929,038 sharessole discretion of our common stock.

Optional Redemption by
  Diamond Offshore.........  On or after June 6, 2005,Board of Directors and, if we can redeem all or part
                             of the Debentures for cash at any time at the
                             redemption prices listed in this prospectus. See
                             "Description of the Debentures -- Redemption
                             Rights."

Original Issue Discount....  The securityholders will offer and sell the
                             Debentures at a discount from their value at
                             maturity. We initially issued the Debentures at a
                             price of $499.60 per Debenture. Over time, the
                             Debentures will

                                        3
   7

                             increase in value until they reach their maturity
                             value of $1,000 on June 6, 2020. Original issue
                             discount is the difference between the initial sale
                             price and the value of the Debenture at maturity.

                             We will not pay interest on the Debentures.
                             However, you should be aware that accrued original
                             issue discount must be included periodically in
                             your gross income for federal income tax purposes.
                             See "Certain United States Federal Income Tax
                             Considerations."

Sinking Fund...............  None.

Repurchase of Debentures at
the Option of the Holder...  We will purchase the Debentures at your option on
                             June 6, 2005 at a price of $594.25, on June 6, 2010
                             at a price of $706.82, and on June 6, 2015 at a
                             price of $840.73 per $1,000 principal amount at
                             maturity. We may elect to pay such dividends in the repurchasefuture, we may reduce or discontinue entirely the payment of such dividends at any time. Any future dividends will be at the discretion of our Board of Directors after taking into account various factors it deems relevant, including our financial position, earnings, earnings outlook, capital spending plans, outlook on current and future market conditions and business needs and contractual obligations. In addition, restrictive covenants in certain debt instruments to which we are, or may be, a party, limit our ability to pay dividends or our ability to receive dividends from our operating companies, and may negatively impact the price of our Common Stock. As a result, you may not receive any return on an investment in cash, common stockour Common Stock unless you sell our Common Stock for a price greater than that which you paid for it.
Our ability to raise capital in the future may be limited, which could make us unable to fund our capital requirements.
Our business and operations may consume resources faster than we anticipate. In the future, we may need to raise additional funds through the issuance of new equity securities, debt or a combination of cashboth. Additional financing may not be available on favorable terms or at all. If adequate funds are not available on acceptable terms, we may be unable to fund our capital requirements. If we issue new secured debt securities, the secured debt holders would have rights senior to holders of Common Stock to make claims on our assets, and common stock. See "Descriptionthe terms of any additional debt could restrict our operations, including our ability to pay dividends on our Common Stock. If we issue additional equity securities, existing stockholders may experience dilution. Our Third Amended and Restated Certificate of Incorporation permits our Board of Directors to issue preferred stock which could have rights and preferences senior to those of our Common Stock. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the Debentures -- Repurchase Right."

Changeamount, timing or nature of our future offerings. Thus, our security holders bear the risk of our future securities offerings reducing the market price of our Common Stock or other securities, diluting their interest or being subject to rights and preferences senior to their own.
Anti-takeover provisions in Control..........  Youour organizational documents could delay or prevent a change of control.
Certain provisions of our Third Amended and Restated Certificate of Incorporation and our Second Amended and Restated Bylaws may redeemhave an anti-takeover effect and may delay, defer or prevent a merger, acquisition, tender offer, takeover attempt or other change of control transaction that a stockholder might
consider in its best interest, including those attempts that might result in a premium over the Debentures if we experiencemarket price for the shares of Common Stock held by our stockholders. These provisions provide for, among other things:
a classified Board of Directors;
the ability of our Board of Directors to issue, and determine the rights, powers and preferences of, one or more series of preferred stock;
advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at our annual meetings;
limitations on convening special stockholder meetings; and
the availability for issuance of additional shares of Common Stock.
These anti-takeover provisions could discourage, delay or prevent a transaction involving a change in control.

                             control of the Company, including actions that our stockholders may deem advantageous, or negatively affect the price of the Common Stock and our other securities. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and to cause us to take other corporate actions you desire. See “Description of Capital Stock.”
The change in control redemption price is equalexercise of all or any number of outstanding Emergence Warrants or the issuance of stock-based awards may dilute your holding of shares of our Common Stock.
At the Effective Date and pursuant to the issue price plus accrued original issue
                             discountPlan, we issued 100,000,019 shares of Common Stock and 7,526,894 Emergence Warrants. The Emergence Warrants have an exercise period of five years and are exercisable into 7% of the New Diamond Common Shares measured at the time of the exercise, subject to dilution by the awards issued pursuant to the dateCompany’s 2021 Long-Term Stock Incentive Plan, or the Stock Incentive Plan. The Emergence Warrants are initially exercisable for one New Diamond Common Share per Emergence Warrant at an exercise price of redemption. See
                             "Description$29.22 per Emergence Warrant (as may be adjusted from time to time pursuant to the Warrant Agreement). Additionally, at the Effective Date an aggregate of up to 11,111,111 shares of Common Stock were initially available for grant to directors, officers and selected employees of or consultants to the Company or its subsidiaries pursuant to awards under the Stock Incentive Plan. Equity awards under the Stock Incentive Plan, the exercise of equity awards and warrants, and the sale of shares of our Common Stock underlying any such awards or warrants, could have an adverse effect on the market for our Common Stock, including the price that an investor could obtain for their shares. Investors may experience dilution upon the exercise of the Debentures -- Change in
                             Control."

Optional Conversion by
Diamond Offshore upon a Tax
  Event....................  If certain changes are madewarrants or the grant or exercise of equity awards under the Stock Incentive Plan, or awards that may be granted or issued pursuant to the federal tax
                             laws, we haveStock Incentive Plan in the option to begin paying interest
                             on the Debentures instead of accruing original
                             issue discount. We would pay 3.50% per year in
                             interest on the principal amount that had accrued
                             on the Debentures up until the date we exercised
                             this option. If this occurs, we would adjust your
                             redemption price, repurchase price and purchase
                             price upon a change in control. However, we would
                             not adjust your conversion rights. See "Descriptionfuture.
USE OF PROCEEDS
The selling stockholders will receive all of the Debentures -- Tax Event."

Usenet proceeds from the sale of Proceeds............the Shares that may be sold from time to time pursuant to this prospectus. We will not receive any of the proceeds from the sale of the Debentures orShares by the underlying common
                             stock by any selling securityholders.

Trading....................  The common stock is listed on The New York Stock
                             Exchange under the symbol "DO."

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   8

                                  RISK FACTORS

     Except for the historical information in this prospectus, the matters
contained in this prospectus include forward-looking statementsstockholders that involve
risks and uncertainties. The following factors, among others, could cause actual
resultsmay be sold from time to differ materially from those contained in forward-looking statements
made intime pursuant to this prospectus. The following risksWe have agreed to pay certain fees and uncertainties are not the only
ones we face. If anyexpenses of the following risks actually occur, our business,
financial condition and operating results could be adversely affected. As a
result,selling stockholders incurred in connection with the trading price of our common stock could decline and you could lose
part or all of your investment.

OUR BUSINESS DEPENDS ON THE LEVEL OF ACTIVITY IN THE OIL AND GAS INDUSTRY, WHICH
IS SIGNIFICANTLY AFFECTED BY VOLATILE OIL AND GAS PRICES.

     Our business depends on the level of activity in offshore oil and gas
exploration, development and production in markets worldwide. Oil and gas
prices, market expectations of potential changes in these prices and a variety
of political and economic factors significantly affect this level of activity.
Oil and gas prices are extremely volatile and are affected by numerous factors,
including:

     - worldwide demand for oil and gas;

     - the abilityregistration of the Organization of Petroleum Exporting Countries,
       commonly called "OPEC,"Shares for sale by the selling stockholders.
SELLING STOCKHOLDERS
This prospectus relates to set and maintain production levels and
       pricing;

     - the level of production in non-OPEC countries;

     -resale, from time to time, by the policies of the various governments regarding exploration and
       development of their oil and gas reserves;

     - advances in exploration and development technology; and

     - the political environment of oil-producing regions.

THE LEVEL OF ACTIVITY IN THE OIL AND GAS INDUSTRY HAS BEEN SLOW TO RECOVER,
WHICH HAS ADVERSELY AFFECTED OUR DAYRATES AND RIG UTILIZATION.

     In spite of recent signs of improvement, fleet activityselling stockholders included in the first halftable below, which we refer to collectively as the selling stockholders, of 2000 continuedup to suffer from the global reduction in exploration and
development spending by our customers, resulting from the sustained periodan aggregate of significantly lower oil prices from late 1997 through early 1999 and
consolidation activity among major oil producers over the same period. Despite a
recovery in crude oil prices during the latter part20,229,065 shares of 1999 and the first
quarter of 2000, spending levels have not increased significantly and there
remains surplus rig capacity, particularly in the lower specification
semisubmersible market. This excess capacity resulted from expiring contracts
and delivery of newly constructed or upgraded drilling rigs by a number of
offshore drilling contractors. The lower exploration and development activity
and increased rig availability has resulted in a continued highly competitive
market for contract drilling services. As of August 30, 2000, six of our
semisubmersibles were stacked, and depending on market conditions at the time
other units currently under contract become available, we may be required during
2000Common Stock, subject to stack additional units or we may be required to enter into lower-rate
renewal contracts.

OUR INDUSTRY IS HIGHLY COMPETITIVE AND CYCLICAL, WITH INTENSE PRICE COMPETITION
AND RECENTLY DECREASED RIG DEMAND AND INCREASED RIG AVAILABILITY.

     The offshore contract drilling industry is highly competitive with numerous
industry participants, none of which at the present time has a dominant market
share. Some of our competitors may have greater resources than we do.

     Drilling contracts are traditionally awarded on a competitive bid basis.
Intense price competition is often the primary factor in determining which
qualified contractor is awarded a job, although rig availability and the quality
and technical capability of service and equipment may also be considered.

                                        5
   9

     Our industry has historically been cyclical. There have been periods of
high demand, short rig supply and high dayrates, followed by periods of lower
demand, excess rig supply and low dayrates. The industry experienced a period of
significantly lower demand during 1999any appropriate adjustment as a result of reduced spending for
exploration and development by our customers in response to dramatically lower
crude oil prices during 1998. In addition, rig availability has increased as a
result of contract expirations and construction byany subdivision, split, combination or other drilling contractors of
new rigs that are competing with our rigs. Periods of excess rig supply
intensify the competition in the industry and often result in rigs being idled
for long periods of time.

OUR DRILLING CONTRACTS MAY BE TERMINATED DUE TO EVENTS BEYOND OUR CONTROL.

     Our customers may terminate somereclassification of our term drilling contracts ifCommon Stock. We are registering the drilling unit is destroyed or lost or if drilling operations are suspended for a
specified period of time as a result of a breakdown of major equipment or, in
some cases, due to other events beyond the control of either party. In reaction
to depressed market conditions, our customers may also seek renegotiation of
firm drilling contracts to reduce their obligations.

RIG CONVERSIONS, UPGRADES OR NEWBUILDS MAY BE SUBJECT TO DELAYS AND COST
OVERRUNS.

     From time to time we may undertake to add new capacity through conversions
or upgrades to rigs or through new construction. These projects are subject to
risks of delay or cost overruns inherent in any large construction project
resulting from numerous factors, including the following:

     - shortages of equipment, materials or skilled labor;

     - unscheduled delays in the delivery of ordered materials and equipment;

     - unanticipated cost increases;

     - design problems; and

     - shipyard failures.

     In 1998, we began the conversion of the Ocean Confidence from an
accommodation vessel to a semisubmersible drilling unit. Upon completion of the
conversion and customer acceptance, the rig is scheduled to begin a five-year
drilling program in the Gulf of Mexico. A modification of the drilling contract
was made providing for an extension of the delivery date from July 1, 2000 to
December 1, 2000. This extension allows us additional time to complete and test
the rig for performance in waters up to 7,500 feet. We will accrue a penalty
based upon the delivery date of the rig and have agreed to accrue an additional
obligationShares pursuant to the customer for certain types of periods of inactivity that could
occur during drilling of the first two wellsRegistration Rights Agreement, as described under the drilling contract. These
accruals would incrementally reduce revenue payments from the customer to us
during the five-year contract term. Based upon the expected delivery date of
September 30, 2000, future revenue is expected to be approximately $316.4
million. Should the delivery occur on December 1, 2000, the expected revenue
would be reduced to approximately $313.9 million.

OUR BUSINESS INVOLVES NUMEROUS OPERATING HAZARDS.

     Our operations are subject to the usual hazards inherent in drilling for
oil and gas offshore, such as blowouts, reservoir damage, loss of production,
loss of well control, punchthroughs, craterings or fires.“Explanatory Note.” The occurrence of
these events could result in the suspension of drilling operations, damage to or
destruction of the equipment involved and injury or death to rig personnel.
Operations alsoselling stockholders may be suspended because of machinery breakdowns, abnormal
drilling conditions, failure of subcontractors to perform or supply goods or
services or personnel shortages. In addition, offshore drilling operators are
subject to perils peculiar to marine operations, including capsizing, grounding,
collision and loss or damage from severe weather. Damage to the environment
could also result from our operations, particularly through oil spillage or
extensive uncontrolled fires. We may also be subject to damage claims by oil and
gas companies.

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   10

     Although we maintain insurance in the areas in which we operate, pollution
and environmental risks generally are not fully insurable. Our insurance
policies and contractual rights to indemnity may not adequately cover our
losses, and we do not have insurance coverage or rights to indemnity for all
risks. If a significant accident or other event occurs and is not fully covered
by insurance or contractual indemnity, it could adversely affect our financial
position and results of operations.

OUR INTERNATIONAL OPERATIONS INVOLVE ADDITIONAL RISKS NOT ASSOCIATED WITH
DOMESTIC OPERATIONS.

     We operate in various regions throughout the world that may expose us to
political and other uncertainties, including risks of:

     - war and civil disturbances;

     - expropriation of property or equipment;

     - the inability to repatriate income or capital; and

     - changing taxation policies.

     International contract drilling operations are subject to various laws and
regulations in countries in which we operate, including laws and regulations
relating to:

     - the equipping and operation of drilling units;

     - currency conversions and repatriation;

     - oil and gas exploration and development;

     - taxation of offshore earnings and earnings of expatriate personnel; and

     - use of local employees and suppliers by foreign contractors.

     Governments in some foreign countries have become increasingly active in
regulating and controlling the ownership of concessions and companies holding
concessions, the exploration for oil and gas and other aspects of the oil and
gas industries in their countries. In addition, government action, including
initiatives by OPEC, may continue to cause oil price volatility. In some areas
of the world, this governmental activity has adversely affected the amount of
exploration and development work done by major oil companies and may continue to
do so. In addition, some foreign governments favor or effectively require the
awarding of drilling contracts to local contractors or require foreign
contractors to employ citizens of, or purchase supplies from, a particular
jurisdiction. These practices may adversely affect our ability to compete.

FLUCTUATIONS IN EXCHANGE RATES COULD RESULT IN LOSSES TO US.

     Another risk inherent in our international operations is the possibility of
currency exchange losses where revenues are received and expenses are paid in
nonconvertible currencies. We may also incur losses as a result of an inability
to collect revenues because of a shortage of convertible currency available to
the country of operation.

FAILURE TO RETAIN HIGHLY SKILLED PERSONNEL COULD HURT OUR OPERATIONS.

     We require highly skilled personnel to operate and provide technical
services and support for our drilling units. To the extent demand for drilling
services and the size of the worldwide industry fleet increase, shortages of
qualified personnel could arise, creating upward pressure on wages.

GOVERNMENTAL LAWS AND REGULATIONS MAY ADD TO OUR COSTS OR LIMIT OUR DRILLING
ACTIVITY.

     Our operations are affected from time to time in varying degreesoffer and sell pursuant to this prospectus any or all of the Shares owned by governmental laws and regulations. them but make no representation that any of the Shares will be offered for sale.
The drilling industry is dependent on demand
for services from the oil and gas exploration industry and, accordingly, is
affected by changing tax and other laws relatinginformation provided below with respect to the energy business

                                        7
   11

generally. We may be requiredselling stockholders has been furnished to make significant capital expenditures to comply
with governmental laws and regulations. It is also possible that these laws and
regulations may in the future add significantly to our operating costsus by or may
significantly limit drilling activity.

COMPLIANCE WITH OR BREACH OF ENVIRONMENTAL LAWS CAN BE COSTLY AND COULD LIMIT
OUR OPERATIONS.

     In the United States, regulations controlling the discharge of materials
into the environment, requiring removal and cleanup of materials that may harm
the environment or otherwise relating to the protectionon behalf of the environment applyselling stockholders and is current as of May 2, 2022. We have not sought to someverify such information.
To our knowledge, none of the selling stockholders has, or has had within the past three years, any position, office or other material relationship with us or any of our operations. For example,predecessors or affiliates, other than their ownership of shares of our company, as an operator of mobile
offshore drilling units in navigable United States waters and some offshore
areas, may be liable for damages and costs incurredCommon Stock, except in connection with oil
spills(i) the Registration Rights Agreement, (ii) the Plan and (iii) the Plan Support Agreement, dated as of January 22, 2021, or the Plan Support Agreement, by and among the Debtors, certain holders of the Company’s former senior notes and certain holders of claims under the Company’s former revolving credit facility and the Backstop and Private Placement Agreement, dated as of January 22, 2021, by and among the Debtors and the financing parties thereto, the form of which is included in the Plan Support Agreement.
The table sets forth:
the names of the selling stockholders;
the number of shares of Common Stock beneficially owned by the selling stockholders prior to the sale of the Shares covered by this prospectus;
the number of shares of Common Stock beneficially owned by the selling stockholders following the sale of the Shares covered by this prospectus, based on the assumption that all Shares will be sold in the offering; and
the ownership of the selling stockholders as a percentage of the outstanding Common Stock of the Company after this offering, based on the assumption that all Shares will be sold in the offering.
Selling Stockholder
  
Shares of
Common Stock
Beneficially
Owned Prior to
the Offering(1)
 
  
Shares of Common
Stock That May Be
Offered Hereby
 
  
Shares of Common
Stock Beneficially
Owned After
the Offering(2)
 
  
Percentage of
Total
Outstanding
After the
Offering
 
Avenue Energy Opportunities Fund II AIV, L.P.(3)
  
 
15,072,132
 
  
 
4,486,454
 
  
 
10,585,678
 
  
 
10.6
% 
Certain funds and accounts for which Pacific Investment Management Company LLC serves as investment manager(4)
  
 
8,524,421
 
  
 
3,763,485
 
  
 
4,760,936
 
  
 
4.8
% 
Certain funds and accounts for which Capital Research & Management Company serves as investment adviser(5)
  
 
8,334,085
 
  
 
2,348,182
 
  
 
5,985,903
 
  
 
6.0
% 
Samuel Terry Asset Management Pty Ltd As Trustee For Samuel Terry Absolute Return Fund(6)
  
 
7,786,885
 
  
 
3,122,608
 
  
 
4,664,277
 
  
 
4.7
% 
KL Special Opportunities Master Fund
LTD(7)
  
 
2,528,026
 
  
 
1,235,999
 
  
 
1,292,027
 
  
 
1.3
% 
Selling Stockholder
  
Shares of
Common Stock
Beneficially
Owned Prior to
the Offering(1)
 
  
Shares of Common
Stock That May Be
Offered Hereby
 
  
Shares of Common
Stock Beneficially
Owned After
the Offering(2)
 
  
Percentage of
Total
Outstanding
After the
Offering
 
Certain funds and accounts for which AllianceBernstein L.P. serves as investment manager(8)
  
 
4,328,995
 
  
 
759,342
 
  
 
3,569,653
 
  
 
3.6
% 
The Mangrove Partners Master Fund,
Ltd.(9)
  
 
852,863
 
  
 
852,863
 
  
 
—  
 
  
 
*
 
Kore Fund LTD(10)
  
 
1,846,578
 
  
 
494,271
 
  
 
1,352,307
 
  
 
1.4
% 
MFP Partners, L.P.(11)
  
 
1,685,196
 
  
 
416,422
 
  
 
1,268,774
 
  
 
1.3
% 
Empyrean Capital Overseas Master Fund, Ltd.(12)
  
 
1,630,146
 
  
 
1,630,146
 
  
 
—  
 
  
 
*
 
Spark Quantitative Master Fund L.P.(13)
  
 
1,338,926
 
  
 
240,647
 
  
 
1,098,279
 
  
 
1.1
% 
JKJ Special Situations Fund, LP(14)
  
 
850,484
 
  
 
260,755
 
  
 
589,729
 
  
 
*
 
Certain funds and accounts for which Acer Tree Investment Management LLP serves as investment adviser(15)
  
 
464,294
 
  
 
114,730
 
  
 
349,564
 
  
 
*
 
Storm Fund II – Storm Bond Fund(16)
  
 
76,872
 
  
 
76,872
 
  
 
—  
 
  
 
*
 
Oceanic Hedge Fund(17)
  
 
184,138
 
  
 
60,564
 
  
 
123,574
 
  
 
*
 
Namco Realty LLC(18)
  
 
291,654
 
  
 
29,402
 
  
 
262,252
 
  
 
*
 
Ponderus Invest AB(19)
  
 
284,058
 
  
 
48,358
 
  
 
235,700
 
  
 
*
 
Altana Funds(20)
  
 
222,926
 
  
 
36,507
 
  
 
186,419
 
  
 
*
 
Shaw Family 2008 Trust(21)
  
 
59,668
 
  
 
59,668
 
  
 
—  
 
  
 
*
 
VV Capital Partners, LP(22)
  
 
132,608
 
  
 
8,797
 
  
 
123,811
 
  
 
*
 
Telecom AS(23)
  
 
24,115
 
  
 
24,115
 
  
 
—  
 
  
 
*
 
Dendera Capital Fund, LP(24)
  
 
28,995
 
  
 
28,995
 
  
 
—  
 
  
 
*
 
Camaca AS(25)
  
 
75,541
 
  
 
15,541
 
  
 
60,000
 
  
 
*
 
Elcano Funds(26)
  
 
102,396
 
  
 
18,404
 
  
 
83,992
 
  
 
*
 
Toluma Funds(27)
  
 
10,244
 
  
 
10,244
 
  
 
—  
 
  
 
*
 
Sjavarsyn(28)
  
 
9,713
 
  
 
9,713
 
  
 
—  
 
  
 
*
 
Certain funds and accounts for which Ironsides Partners LLC serves as investment manager(29)
  
 
12,546
 
  
 
12,546
 
  
 
—  
 
  
 
*
 
Egil Wickstrand Iverson(30)
  
 
14,705
 
  
 
7,171
 
  
 
7,534
 
  
 
*
 
FuglesangDahl AS and Olav Grande(31)
  
 
14,936
 
  
 
14,936
 
  
 
—  
 
  
 
*
 
Odeon Capital Group LLC(32)
  
 
28,860
 
  
 
28,860
 
  
 
—  
 
  
 
*
 
Alexander J. Keoleian(33)
  
 
23,414
 
  
 
4,208
 
  
 
19,206
 
  
 
*
 
AS Anakonda(34)
  
 
2,464
 
  
 
2,464
 
  
 
—  
 
  
 
*
 
Svein Erik Nordang(35)
  
 
1,149
 
  
 
1,149
 
  
 
—  
 
  
 
*
 
Vendetta AS(36)
  
 
2,490
 
  
 
2,490
 
  
 
—  
 
  
 
*
 
Petter Haugen(37)
  
 
718
 
  
 
718
 
  
 
—  
 
  
 
*
 
Andreas Thorendahl(38)
  
 
2,000
 
  
 
718
 
  
 
1,282
 
  
 
*
 
Jens Harr(39)
  
 
478
 
  
 
478
 
  
 
—  
 
  
 
*
 
Eirik Underthun(40)
  
 
8,854
 
  
 
243
 
  
 
8,611
 
  
 
*
 
*
Less than 1%
(1)
The number of shares of Common Stock beneficially owned by each selling stockholder is determined under rules promulgated by the SEC including on the basis of voting or investment power with respect to the shares of Common Stock. Under Rule 13d-3 under the Exchange Act, beneficial ownership includes any shares of Common Stock to which the individual or entity has sole or shared voting power or investment power and includes any shares as to which the individual or entity has the right to acquire beneficial
ownership within 60 days of May 2, 2022, through the exercise of any warrant, stock option or other right. The inclusion in this table of such shares of Common Stock, however, does not constitute an admission that the named security holder is a direct or indirect beneficial owner of such shares of Common Stock. Percentage of beneficial ownership is based on 100,074,818 shares of Common Stock outstanding as of May 2, 2022. We believe, based on information supplied by the selling stockholders, that unless otherwise indicated, each of the selling stockholders has sole voting and investment power with respect to the shares of Common Stock reported as beneficially owned by it.
(2)
Represents the shares of Common Stock that will be held by the selling stockholder after completion of this offering based on the assumptions that: (a) all Shares registered for sale by the registration statement of which this prospectus is a part will be sold by or on behalf of the selling stockholder; and (b) no other securities will be acquired prior to completion of this offering by the selling stockholder. The selling stockholders may sell all, some or none of the Shares offered pursuant to this prospectus and may sell some or all of their Common Stock pursuant to an exemption from the registration requirements of the Securities Act, including under Rule 144 promulgated thereunder or any successor rule.
(3)
Based on information provided by Avenue Energy Opportunities Fund II AIV, L.P., or AEOF II. Avenue Capital Management II, L.P., as the investment manager of AEOF II, and Marc Lasry may be deemed to have or to share voting and dispositive power over the shares of Common Stock owned by AEOF II. The address for AEOF II is 11 West 42nd Street, 9th Floor, New York, New York, 10036.
(4)
According to information provided by Pacific Investment Management Company, LLC, or PIMCO, the number of shares of Common Stock beneficially owned prior to the offering consists of 8,524,421 shares of Common Stock which includes (i) 50,195 shares of Common Stock owned by PIMCO Funds: Global Investors Series plc, US High Yield Bond Fund, (ii) 57,365 shares of Common Stock owned by PIMCO Funds: PIMCO High Yield Fund, (iii) 30,504 shares of Common Stock owned by PIMCO Funds: PIMCO Diversified Income Fund, (iv) 2,289,599 shares of Common Stock owned by PIMCO Tactical Opportunities Master Fund Ltd., (v) 28,681 shares of Common Stock owned by PIMCO Funds: Global Investors Series plc, Global High Yield Bond Fund, (vi) 7,170 shares of Common Stock owned by PIMCO Funds: PIMCO High Yield Spectrum Fund, (vii) 34,561 shares of Common Stock owned by PIMCO ETF Trust: PIMCO 0-5 Year High Yield Corporate Bond Index Exchange-Traded Fund, (viii) 5,996,562 shares of Common Stock owned by PIMCO Global Credit Opportunity Master Fund LDC, (ix) 1,434 shares of Common Stock owned by University Health Systems of Eastern Carolina, Inc., (x) 5,463 shares of Common Stock owned by Koch Financial Assets V, LLC, (xi) 287 shares of Common Stock owned by Public Service Company of New Mexico and (xii) 22,600 shares of Common Stock owned by PIMCO ETFs plc, PIMCO US Short-Term High Yield Corporate Bond Index UCITS ETF, or, collectively, the PIMCO Funds.
The number of Shares that may be offered hereby consists of 3,763,485 shares of Common Stock which includes (i) 50,195 shares of Common Stock owned by PIMCO Funds: Global Investors Series plc, US High Yield Bond Fund, (ii) 57,365 shares of Common Stock owned by PIMCO Funds: PIMCO High Yield Fund, (iii) 30,504 shares of Common Stock owned by PIMCO Funds: PIMCO Diversified Income Fund, (iv) 978,725 shares of Common Stock owned by PIMCO Tactical Opportunities Master Fund Ltd., (v) 28,681 shares of Common Stock owned by PIMCO Funds: Global Investors Series plc, Global High Yield Bond Fund, (vi) 7,170 shares of Common Stock owned by PIMCO Funds: PIMCO High Yield Spectrum Fund, (vii) 34,561 shares of Common Stock owned by PIMCO ETF Trust: PIMCO 0-5 Year High Yield Corporate Bond Index Exchange-Traded Fund, (viii) 2,546,500 shares of Common Stock owned by PIMCO Global Credit Opportunity Master Fund LDC, (ix) 1,434 shares of Common Stock owned by University Health Systems of Eastern Carolina, Inc., (x) 5,463 shares of Common Stock owned by Koch Financial Assets V, LLC, (xi) 287 shares of Common Stock owned by Public Service Company of New Mexico and (xii) 22,600 shares of Common Stock owned by PIMCO ETFs plc, PIMCO US Short-Term High Yield Corporate Bond Index UCITS ETF. PIMCO, in its capacity as investment manager, adviser or sub-adviser, exercises sole or shared voting or dispositive power over the shares of Common Stock owned by the PIMCO Funds. The address for each of the PIMCO Funds is c/o Pacific Investment Management Company LLC, 650 Newport Center Drive, Newport Beach, California 92660.
(5)
According to information provided by Capital Research and Management Company, or CRMC, the number of shares of Common Stock beneficially owned prior to the offering consists of 8,334,085 shares of Common Stock which includes (i) 4,200,930 shares of Common Stock owned by American High-Income Trust, (ii) 187,562 shares of Common Stock owned by Capital Income Builder, (iii) 87,700 shares of Common Stock owned by Capital Group Global High Income Opportunities (LUX), or CGGHIO, (iv) 359 shares of Common Stock owned by Capital Group US High Yield Fund (LUX), or CGUY, (v) 3,297,643 shares of Common Stock owned by The Income Fund of America, (vi) 232 shares of Common Stock owned by American Funds Multi-Sector Income Fund, (vii) 333,458 shares of Common Stock owned by American Funds Insurance Series – Asset Allocation Fund, (viii) 110,972 shares of Common Stock owned by American Funds Insurance Series – American High-Income Trust, (ix) 49,038 shares of Common Stock owned by American Funds Insurance Series – Capital World Bond Fund and (x) 66,191 shares of Common Stock owned by Capital World Bond Fund, or, collectively, the CRMC Funds.
The number of Shares that may be offered hereby consists of 2,348,182 shares of Common Stock which weincludes (i) 1,092,958 Shares owned by American High-Income Trust, (ii) 187,562 Shares owned by Capital Income Builder, (iii) 16,564 Shares owned by CGGHIO, (iv) 359 Shares owned by CGUY, (v) 856,478 Shares owned by The Income Fund of America, (vi) 232 Shares owned by American Funds Multi-Sector Income Fund, (vii) 86,354 Shares owned by American Funds Insurance Series – Asset Allocation Fund, (viii) 28,784 Shares owned by American Funds Insurance Series – American High-Income Trust, (ix) 12,700 Shares owned by American Funds Insurance Series – Capital World Bond Fund and (x) 66,191 shares of Common Stock owned by Capital World Bond Fund. CRMC, as investment adviser to each of the CRMC Funds, may be deemed to have or to share voting and dispositive power with respect to the Common Stock owned by the CRMC Funds. David A. Daigle, as portfolio manager, has voting and investment power over the shares of Common Stock held by CGGHIO and Shannon Ward, as portfolio manager, has voting and investment power over the shares of Common Stock held by CGUY. The address for each of the CRMC Funds is Capital Research and Management Company, 333 South Hope Street, Los Angeles, California 90071.
(6)
Based on information provided by Samuel Terry Asset Management Pty Ltd As Trustee For Samuel Terry Absolute Return Fund, or STAM. Frederick Raymond Woollard and Nigel Graham Burgess, as directors of STAM, may be deemed to share voting and dispositive power with respect to the shares of Common Stock owned by STAM. The address for STAM is 120B Underwood Street, Paddington NSW, 2021, Australia.
(7)
Based on information provided by KL Special Opportunities Master Fund Ltd, or KLSOMF. Massi Khadjenouri, Jan Lernout and Jamie Sherman, in their capacities as members of Kite Lake Capital Management (UK) LLP, the investment manager of KLSOMF, and John Lewis, Grant Jackson and Jan Manlee, the directors of KLSOMF, may be deemed to have voting and investment power over shares of Common Stock owned by KLSOMF. The address for KLSOMF is c/o Kite Lake Capital Management (UK) LLP, One Knightsbridge Green, London, SWIX 7QA.
(8)
According to information provided by AllianceBernstein L.P., the number of shares of Common Stock beneficially owned prior to the offering consists of 4,328,995 shares of Common Stock which includes (i) 845,334 shares of Common Stock owned by AB High Income Fund, Inc., (ii) 130,664 shares of Common Stock owned by AB Bond Fund, Inc. – AB Income Fund, (iii) 6,492 shares of Common Stock owned by AB Bond Fund, Inc. – AB High Yield Portfolio, (iv) 20,488 shares of Common Stock owned by The AB Portfolios – AB All Market Total Return Portfolio, (v) 134,770 shares of Common Stock owned by AllianceBernstein Global High Income Fund, Inc., (vi) 18,109 shares of Common Stock owned by AB SICAV I – All Market Income Portfolio, (vii) 3,002,103 shares of Common Stock owned by AB FCP I – Global High Yield Portfolio, (viii) 1,240 shares of Common Stock owned by AB SICAV I – Global Income Portfolio, (ix) 21,908 shares of Common Stock owned by AB SICAV I – US High Yield Portfolio, (x) 78,607 shares of Common Stock owned by Teachers’ Retirement System of Louisiana and (xi) 69,280 shares of Common Stock owned by AB Collective Investment Trust Series – AB US High Yield Collective Trust, or, collectively, the AllianceBernstein Funds.
The number of Shares that may be offered hereby consists of 759,342 shares of Common Stock which includes (i) 148,609 Shares owned by AB High Income Fund, Inc., (ii) 22,730 Shares owned by AB Bond
Fund, Inc. – AB Income Fund, (iii) 1,142 Shares owned by AB Bond Fund, Inc. – AB High Yield Portfolio, (iv) 3,643 Shares owned by The AB Portfolios – AB All Market Total Return Portfolio, (v) 23,444 Shares owned by AllianceBernstein Global High Income Fund, Inc., (vi) 3,169 Shares owned by AB SICAV I – All Market Income Portfolio, (vii) 526,435 Shares owned by AB FCP I – Global High Yield Portfolio, (viii) 218 Shares owned by AB SICAV I – Global Income Portfolio, (ix) 3,891 Shares owned by AB SICAV I – US High Yield Portfolio, (x) 13,807 Shares owned by Teachers’ Retirement System of Louisiana and (xi) 12,254 Shares owned by AB Collective Investment Trust Series – AB US High Yield Collective Trust. AllianceBernstein L.P., as investment manager to the AllianceBernstein Funds, may be deemed to have or to share voting and dispositive power with respect to the Common Stock owned by the AllianceBernstein Funds. The address for each of the AllianceBernstein Funds is 1345 Avenue of the Americas, New York, New York 10105.
(9)
Based on information provided by The Mangrove Partners Master Fund, Ltd., or MPMF. Beneficial ownership is also claimed by (i) Mangrove Partners, which serves as the investment manager of MPMF, and (ii) Nathaniel August, who is the principal of Mangrove Partners. The business address for Mangrove Partners Master Fund, Ltd. is c/o Mangrove Partners, 645 Madison Avenue, 14th Floor, New York, NY 10022.
(10)
Based on information provided by Kore Fund LTD, or KF. J. Gary Kosinski, as investment manager of KF, may be deemed to have sole voting and dispositive power over the shares of Common Stock owned by KF. The address for KF is 1501 Corporate Drive, Suite 120, Boynton Beach, Florida 33426.
(11)
Based on information provided by MFP Partners, L.P., or MFPP. MFP Investors LLC, the general partner of MFPP, or MFP Investors, and Jennifer Cook Price, managing director of MFPP and MFP Investors, may be deemed to share voting and dispositive power over the shares of Common Stock owned by MFPP. The address for MFPP is 909 Third Ave., 33rd FL, New York, New York 10022.
(12)
Based on information provided by Empyrean Capital Overseas Master Fund, Ltd, or ECOMF. Empyrean Capital Partners, LP, serves as investment manager to ECOMF, and has voting and investment control of the shares held by ECOMF. Empyrean Capital, LLC serves as general partner of Empyrean Capital Partners, LP. Amos Meron is the managing member of Empyrean Capital, LLC, and as such may be deemed to have voting and dispositive control of the shares of Common Stock owned by ECOMF. The address for each of ECOMF, Empyrean Capital Partners, LP, Empyrean Capital, LLC and Amos Meron is c/o Empyrean Capital Partners, LP, 10250 Constellation Blvd., Suite 2950, Los Angeles, California 90067.
(13)
Based on information provided by Spark Quantitative Master Fund L.P., or SQMF. Spark Investment Management Ltd. and Spark Investment Management LLC are the general partner and investment manager of SQMF, respectively. Peter Laventhol is a director of Spark Investment Management Ltd. and the manager of Spark Investment Management LLC and, in such capacity, has sole voting and dispositive power with respect to the shares of Common Stock held directly by SQMF. As a result, Peter Laventhol has shared beneficial ownership (along with Spark Investment Management Ltd., Spark Investment Management LLC and SQMF) of the shares of Common Stock held directly by SQMF. The address for SQMF is 150 East 58th Street, Floor 26, New York, New York 10155.
(14)
Based on information provided by JKJ Special Situations Fund, LP, or JSSF. Broadbill Investment Partners LLC, as investment advisor of JSSF, and Jeffrey F. Magee, Jr. and Kurt Lageschulte, each as a managing member of Broadbill Investment Partners, LLC, may be deemed to have or to share voting and dispositive power over the shares of Common Stock owned by JSSF. The address for JSSF is 157 Columbus Avenue, 5th Floor, New York, New York 10023.
(15)
According to the information provided by Acer Tree Investment Management LLP, the number of shares of Common Stock beneficially owned prior to the offering consists of 464,294 shares of Common Stock which includes (i) 301,790 shares of Common Stock owned by Acer Tree Funds ICAV sub Fund Acer Tree Credit Opportunities Fund and (ii) 162,504 shares of Common Stock owned by Acer Tree Funds ICAV sub Fund Acer Tree Credit Opportunities Private Fund, or, collectively, the Acer Funds. The number of Shares that may be offered hereby consists of 114,730 shares of Common Stock which includes (i) 74,574 shares of Common Stock owned by Acer Tree Funds ICAV sub Fund Acer Tree Credit Opportunities Fund and (ii) 40,156 shares of Common Stock owned by Acer Tree Funds ICAV sub Fund Acer Tree Credit Opportunities Private Fund. Cabot Square Capital LLP, as investment manager, Acer Tree Investment
Management LLP, as investment adviser, and Elizabeth Beasley, Elaine Keegan and Robert Galione, each as director, share voting and dispositive power over the shares of Common Stock owned by the Acer Funds. Jaime Vieser has shared voting and dispositive power over the shares of Common Stock owned by Acer Tree Funds ICAV sub Fund Acer Tree Credit Opportunities Private Fund. The mailing address for each of the Acer Funds is One Connaught Place, London, W2 2ET, United Kingdom, the legal address being 5th Floor, The Exchange George’s Dock IFSC, Dublin 1, Ireland.
(16)
Based on information provided by Storm Fund II – Storm Bond Fund, or SBF. Storm Capital Management is the investment manager of SBF and Morten Venold is the responsible portfolio manager at the investment manager. In addition, Morten Astrup is the executive chairman of Storm Fund II – Storm Bond Fund and reserves the right to be involved in the daily investment management of the Fund and to take an active part in the investment decision making process. Together they form the portfolio management team, and may be deemed to share voting and dispositive power over the shares of Common Stock owned by SBF. The address for SBF is 1c, rue Gabriel Lippmann, 5365 Munsbach, Luxembourg.
(17)
Based on information provided by Oceanic Hedge Fund, or OHF. Oceanic Investment Management Limited is the investment manager of OHF. Alf Cato Brahde may be deemed a beneficial owner with voting and investment power over the shares held by OHF. The address for OHF is Oceanic Hedge Fund, 3rd Floor, St. Georges Court, Upper Church Street, Douglas, Isle of Man, IM1 1EE, United Kingdom.
(18)
Based on information provided by Namco Realty LLC. Igal Namdar, the CEO of Namco Realty LLC, may be deemed to have voting and dispositive power over the shares held by Namco Realty LLC. The address for Namco Realty LLC is 150 Great Neck Road, Suite 304, Great Neck, New York 11021.
(19)
Based on information provided by Ponderus Invest AB. Tapira Investment AB owns 97% of Ponderus Invest AB. Peter Edwall, the sole owner of Tapira Investment AB, may be deemed to have voting and dispositive power over the shares held by Ponderus Invest AB. The address for Ponderus Invest AB is c/o Fearnley Securities, P.O. Box 1158, Sentrum, N – 0107 Oslo, Norway.
(20)
According to the information provided by Altana Distressed Opportunities Fund SLP and Crescent 3 LTD, the number of shares of Common Stock beneficially owned prior to the offering consists of 222,926 shares of Common Stock which includes (i) 184,656 shares of Common Stock owned by Altana Distressed Opportunities Fund SLP and (ii) 38,270 shares of Common Stock owned by Crescent 3 LTD, or, collectively, the Altana Funds. The number of Shares that may be offered hereby consists of 36,507 shares of Common Stock which includes (i) 26,933 shares of Common Stock owned by Altana Distressed Opportunities Fund SLP and (ii) 9,574 shares of Common Stock owned by Crescent 3 LTD. Lee Robinson, as the beneficial owner of Crescent 3 LTD, and as the controlling shareholder of Altana Wealth SARL, the general partner of Altana Distressed Opportunities Fund SLP, has dispositive power over the shares of Common Stock owned by the Altana Funds. The address for each of the Altana Funds is c/o Altana Wealth SAM, 33 Avenue St Charles, 98000 Monaco.
(21)
Based on information provided by Steven Shaw, trustee of the Shaw Family 2008 Trust. Mr. Shaw, as trustee, has sole voting and dispositive power with respect to the shares of Common Stock owned by the Shaw Family 2008 Trust. The address for the Shaw Family 2008 Trust is 2211 Broadway Apt. 8L, New York, New York 10024.
(22)
Based on information provided by VV Capital Partners, LP, or VVCP. VV Capital GP, LLC, the general partner of VVCP, or VVCGP, and Venkat Venkatraman, managing member of VVCGP, may be deemed to share voting and dispositive power with respect to the shares of Common Stock owned by VVCP. The address for VVCP is 277 Park Street, Newton, Massachusetts 02458.
(23)
Based on information provided by Telecom AS. Kenneth Bern, owner and Chairman of the Board of Telecom AS, controls 100% of Telecom AS. Mr. Bern may be deemed to have voting and dispositive power over the shares of Common Stock held by Telecom AS. The address for Telecom AS is c/o Fearnley Securities, P.O. Box 1158, Sentrum, N – 0107 Oslo, Norway.
(24)
Based on information provided by Dendera Capital Fund, LP, or DCF. Geoffrey Arens, as managing partner of DCF, has sole voting and dispositive power over the shares of Common Stock owned by DCF. The address for DCF is 270 Lafayette Street, Suite 502, New York, New York 10012.
(25)
Based on information provided by Camaca AS. Herman Flinder, the sole owner of Camaca AS, may be deemed to have voting and dispositive power over the shares of Common Stock held by Camaca AS. The address for Camaca AS is c/o Fearnley Securities, P.O. Box 1158, Sentrum, N – 0107 Oslo, Norway.
(26)
According to the information provided by Elcano Special Situations SICAV, SA and Elcano High Yield Opportunities SIL, SA, the number of shares of Common Stock beneficially owned prior to the offering consists of 102,396 shares of Common Stock which includes (i) 69,335 shares of Common Stock owned by Elcano Special Situations SICAV, SA and (ii) 33,061 shares of Common Stock owned by Elcano High Yield Opportunities SIL, SA, or, collectively, the Elcano Funds. The number of Shares that may be offered hereby consists of 18,404 shares of Common Stock which includes (i) 12,462 shares of Common Stock owned by Elcano Special Situations SICAV, SA and (ii) 5,942 shares of Common Stock owned by Elcano High Yield Opportunities SIL, SA. Marc Battle de Balle Mercade has voting and dispositive power over the shares of Common Stock owned by the Elcano Funds. The address for Elcano Special Situations SICAV, SA is C/ Ortega Y Gasset, 7, Madrid 28006, Spain and the address for Elcano High Yield Opportunities SIL, SA is C/ Serrano, 37, 28001, Madrid, Spain.
(27)
According to the information provided by Skips AS Tudor, Toluma AS and Toluma Kreditt AS, the number of shares of Common Stock beneficially owned prior to the offering consists of 10,244 shares of Common Stock which includes (i) 2,872 shares of Common Stock owned by Skips AS Tudor, (ii) 2,872 shares of Common Stock owned by Toluma AS and (iii) 4,500 shares of Common Stock owned by Toluma Kreditt AS, or, collectively, the Toluma Funds, all of which may be offered hereby. Thomas Wilhelmsen, as Chairman of each of the Toluma Funds, has voting and dispositive power over the shares of Common Stock owned by the Toluma Funds. The address for each of the Toluma Funds is Strandveien 20, No -1366, Lysaker, Norway.
(28)
Based on information provided by Sjavarsyn. Bjarni Armannsson, the sole owner of Sjavarsyn, may be deemed to have voting and dispositive power over the shares of Common Stock held by Sjavarsyn. The address for Sjavarsyn is c/o Fearnley Securities, P.O. Box 1158, Sentrum, N – 0107 Oslo, Norway.
(29)
According to the information provided by Ironsides Strategic Income Trust and Ironsides Energy LLC, the number of shares of Common Stock beneficially owned prior to the offering consists of 12,546 shares of Common Stock which includes (i) 9,651 shares of Common Stock owned by Ironsides Strategic Income Trust and (ii) 2,895 shares of Common Stock owned by Ironsides Energy LLC, or, collectively, the Ironsides Funds, all of which may be offered hereby. Ironsides Partners LLC is the investment manager for each of the Ironsides Funds. Robert Knapp, President and CIO of Ironsides Energy LLC, may be deemed to have sole voting and dispositive power over the shares held by the Ironsides Funds. The mailing address for each of the Ironsides Funds is c/o Ironsides Partners LLC, One Mifflin Place, Suite 400, Cambridge, Massachusetts 02138.
(30)
Based on information provided by Egil Wickstrand Iversen. Mr. Iversen has sole voting and dispositive power with respect to the shares of Common Stock owned by him. The address for Mr. Iversen is c/o Fearnley Securities, P.O. Box 1158, Sentrum, N – 0107 Oslo, Norway.
(31)
According to the information provided by FuglesangDahl AS and Olav Grande, the number of shares of Common Stock beneficially owned prior to the offering consists of 14,936 shares of Common Stock which includes (i) 7,721 shares of Common Stock owned by FuglesangDahl AS and (ii) 7,215 shares of Common Stock owned by Olav Grande, all of which may be offered hereby. Mr. Grande has dispositive power over the shares of Common Stock owned by FuglesangDahl AS and by him. The address for each of FuglesangDahl AS and Mr. Grande is c/o Fearnley Securities, P.O. Box 1158, Sentrum, N – 0107 Oslo, Norway.
(32)
Based on information provided by Odeon Capital Group LLC, or OCG. Evan Schwartzberg and Mat Van Alstyne, as owners of OCG, may be deemed to have voting and dispositive power over the shares of Common Stock held by OCG. OCG is a registered broker-dealer. The address for OCG is 750 Lexington Avenue, 27th Floor, New York, New York 10022.
(33)
Based on information provided by Alexander J. Keoleian. Mr. Keoleian has sole voting and dispositive power with respect to the shares of Common Stock owned by him. The address for Mr. Keoleian is 6901 Stoneridge Dr., North Richland Hills, Texas 76182.
(34)
Based on information provided by AS Anakonda. Thomas Leskovsky, the sole owner of AS Anakonda, has sole voting and dispositive power over the shares of Common Stock held by Anakonda AS. The mailing address for AS Anakonda is c/o Fearnley Securities, P.O. Box 1158, Sentrum, N – 0107 Oslo, Norway.
(35)
Based on information provided by Svein Erik Nordang. Mr. Nordang has sole voting and dispositive power with respect to the shares of Common Stock owned by him. The address for Mr. Nordang is c/o Fearnley Securities, P.O. Box 1158, Sentrum, N – 0107 Oslo, Norway.
(36)
Based on information provided by Vendetta AS. Øivind Ekeland, the CEO of Vendetta AS, has sole voting and dispositive power over the shares of Common Stock held by Vendetta AS. The mailing address for Vendetta AS is c/o Fearnley Securities, P.O. Box 1158, Sentrum, N – 0107 Oslo, Norway.
(37)
Based on information provided by Petter Haugen. Mr. Haugen has sole voting and dispositive power with respect to the shares of Common Stock owned by him. The address for Mr. Haugen is c/o Fearnley Securities, P.O. Box 1158, Sentrum, N – 0107 Oslo, Norway.
(38)
Based on information provided by Andreas Thorendahl. Mr. Thorendahl has sole voting and dispositive power with respect to the shares of Common Stock owned by him. The address for Mr. Thorendahl is c/o Fearnley Securities, P.O. Box 1158, Sentrum, N – 0107 Oslo, Norway.
(39)
Based on information provided by Jens Harr. Mr. Harr has sole voting and dispositive power with respect to the shares of Common Stock owned by him. The address for Mr. Harr is c/o Fearnley Securities, P.O. Box 1158, Sentrum, N – 0107 Oslo, Norway.
(40)
Based on information provided by Eirik Underthun. Mr. Underthun has sole voting and dispositive power with respect to the shares of Common Stock owned by him. The address for Mr. Underthun is Midtaasen 14c, 1166, Oslo, Norway.
Broker-Dealers
Certain selling stockholders are held responsible. Laws and regulations protecting the
environment have become more stringent in recent years,affiliates of registered broker-dealers. Odeon Capital Group LLC is a registered broker-dealer and may in some cases
impose "strict liability," renderingbe deemed to be an underwriter with respect to its Shares. To our knowledge, each selling stockholder that is a broker-dealer or an affiliate of a broker-dealer had no agreements or understandings, directly or indirectly, with any person liable for environmental damage
without regard to negligence or fault ondistribute the part of that person. These laws and
regulations may expose us to liability for the conduct of or conditions caused
by others or for acts that were in compliance with all applicable lawsShares at the time they were performed. of its acquisition of the Shares.
DESCRIPTION OF CAPITAL STOCK
The applicationfollowing description of these requirements or the adoption
of new requirements could have a material adverse effect on our financial
position and results of operations.

OUR HOLDING COMPANY STRUCTURE RESULTS IN SUBSTANTIAL STRUCTURAL SUBORDINATION
AND MAY AFFECT OUR ABILITY TO MAKE PAYMENTS ON THE DEBENTURES.

     The Debentures are obligations exclusivelycertain terms of our company. We are a holding
companycapital stock and accordingly, substantially all operations are conducted by our
subsidiaries. As a result, our cash flow and our ability to service our debt,
including the Debentures, is dependent upon the earningsrelated provisions of our subsidiaries. In
addition, we are dependent on the distribution of earnings, loans or other
payments by our subsidiaries to us.

     Our subsidiaries are separateThird Amended and distinct legal entities. Our subsidiaries
have no obligation to pay any amounts due on the Debentures or to provide us
with funds for our payment obligations, whether by dividends, distributions,
loans or other payments. In addition, any payment of dividends, distributions,
loans or advances by our subsidiaries to us could be subject to statutory or
contractual restrictions. Payments to us by our subsidiaries will also be
contingent upon their earnings and business considerations.

     Our right to receive any assets of any of our subsidiaries upon their
liquidation or reorganization, and therefore the right of the holders of the
Debentures to participate in those assets, will be effectively subordinated to
the claims of that subsidiary's creditors, including trade creditors. In
addition, even if we were a creditor of any of our subsidiaries, our rights as a
creditor would be subordinate to any security interest in the assets of our
subsidiaries and any indebtedness of our subsidiaries senior to that held by us.

WE MAY NOT HAVE THE ABILITY TO RAISE THE FUNDS NECESSARY TO FINANCE THE CHANGE
IN CONTROL OFFER OR THE REPURCHASE REQUIRED BY THE INDENTURE.

     Upon the occurrence of certain specific kinds of change in control events
and on the June 6, 2005, June 6, 2010 or June 6, 2015 purchase dates, holders of
Debentures will have the right to require us to repurchase their Debentures.
However, it is possible that we will not have sufficient funds at such time to
make the required repurchase of Debentures or that restrictions in credit
agreements that we may enter into or instruments governing other issuances or
incurrences of indebtedness will not allow such repurchases. See "Description of
the Debentures -- Repurchase Right" and "-- Change in Control."

WE ARE CONTROLLED BY A SOLE STOCKHOLDER, WHICH COULD RESULT IN POTENTIAL
CONFLICTS OF INTEREST.

     Loews Corporation, which we refer to as Loews, beneficially owns 51.75% of
our outstanding shares of common stock and is in a position to control actions
that require the consent of stockholders, including the election of directors,
amendment of our Restated Certificate of Incorporation, and any merger or sale of
substantially all of our assets. In addition, three officers of Loews serve on
our Board of Directors. One of those, James S. Tisch, the Chief Executive
Officer and Chairman of the Board of our company, is also a
                                        8
   12

director of Loews. We have also entered into a services agreement and a
registration rights agreement with Loews and we may in the future enter into
other agreements with Loews.

     Loews and its subsidiaries (other than us) and we are generally engaged in
businesses sufficiently different from each other as to make conflicts as to
possible corporate opportunities unlikely. However, it is possible that Loews
may in some circumstances be in direct or indirect competition with us,
including competition with respect to certain business strategies and
transactions that we may propose to undertake. In addition, potential conflicts
of interest exist or could arise in the future for such directors with respect
to a number of areas relating to the past and ongoing relationships of Loews and
us, including tax and insurance matters, financial commitments and sales of
common stock pursuant to registration rights or otherwise. Although the affected
directors may abstain from voting on matters in which our interests and those of
Loews are in conflict so as to avoid potential violations of their fiduciary
duties to stockholders, the presence of potential or actual conflicts could
affect the process or outcome of Board deliberations, and we have not adopted
any policies, procedures or practices to reduce or avoid these conflicts. We
cannot assure you that these conflicts of interest will not materially adversely
affect us.

THE SALE OF SHARES AVAILABLE FOR FUTURE SALE COULD HURT OUR COMMON STOCK PRICE.

     Subject to some restrictions and applicable laws, Loews is free to sell any
and all of the shares of our common stock that it owns. We cannot predict the
effect, if any, that future sales of common stock, or the availability of common
stock for future sale, may have on the market price of our common stock
prevailing from time to time. Sales of substantial amounts of common stockCOI, and Second Amended and Restated Bylaws, or the perception that such sales might occur could adversely affect prevailing
market prices for our common stock. In connection with the initial public
offering of our common stock, we entered intoBylaws, is only a registration rights agreement
with Loews that provides Loews with rights to have the shares of common stock
owned by Loews registered by us under the Securities Act in order to permit the
unrestricted public sale of such shares.

THERE IS CURRENTLY NO PUBLIC TRADING MARKET FOR THE DEBENTURES.

     The Debentures comprise a new issue of securities for which there is
currently no public market. If the Debentures are traded after their initial
issuance, they may trade at a discount from their initial offering price,
depending on prevailing interest rates, the market for similar securities, our
performancesummary and other factors. To the extent that an active trading market for
the Debentures does not develop, the liquidity and trading prices for the
Debentures may be harmed. We do not currently intend to apply to list the
Debentures on any securities exchange or public market.

                                        9
   13

                                USE OF PROCEEDS

     We will not receive any proceeds from the sale by the selling
securityholders of the Debentures or the shares of common stock issuable upon
conversion of the Debentures.

                       RATIO OF EARNINGS TO FIXED CHARGES

     Our ratio of earnings to fixed charges for each of the periods shown is as
follows:


                                            SIX MONTHS           YEAR ENDED DECEMBER 31,
                                               ENDED       ------------------------------------
                                           JUNE 30, 2000   1999    1998    1997    1996    1995
                                           -------------   -----   -----   -----   -----   ----

Ratio of earnings to fixed charges.......       6.04       15.64   37.57   28.94   31.56   --(a)


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

(a)  The deficiency in our earnings available for fixed charges for the year
     ended December 31, 1995 was approximately $13.8 million. Fixed charges for
     1995 consisted solely of interest expense on notes payable to Loews. We
     repaid all of our indebtedness to Loews in connection with the initial
     public offering of our common stock in October 1995.

     We have computed the ratios of earnings to fixed charges shown above by
dividing earnings available for fixed charges by fixed charges. For this
purpose, "earnings available for fixed charges" consist of earnings before
income taxes plus fixed charges less capitalized interest and undistributed
equity in earnings (losses) of joint ventures. "Fixed charges" consist of
interest expense, capitalized interest and the portion of rental expense that
represents the interest factor.

                          DESCRIPTION OF COMMON STOCK

     Diamond Offshore Drilling, Inc. is a Delaware corporation. The following
summary does not purport to be completecomplete. It is qualified in its entirety by reference to, and should be read in conjunction with, the full text of the COI and Bylaws, which have been filed as exhibits to the registration statement of which this prospectus is subject in all respects toa part, and the applicable provisions of the Delaware General Corporation Law, or DGCL,the DGCL. For more information on how you can obtain the COI and our
Restated Certificate of Incorporation. Our companythe Bylaws, see “Where You Can Find More Information.” We urge you to read the COI and Bylaws in their entirety.
General
The COI provides that the Company is presently authorized to issue 500,000,000800,000,000 shares of commoncapital stock, consisting of 750,000,000 shares of Common Stock, par value $0.0001 per share, and 50,000,000 shares of preferred stock, par value $0.01$0.0001 per share. As of May 2, 2022, the Company had outstanding an aggregate of 100,074,818 shares of Common Stock and no shares of preferred stock. All outstanding shares of the Company’s Common Stock are duly authorized, validly issued, fully paid and nonassessable.
Common Stock
Voting Rights
Subject to such preferential rights as may be granted by ourthe Company’s Board of Directors in connection with the future issuance of our preferred stock, holders of common stockCommon Stock are entitled to one vote for each share held. Holdersheld on all matters on which stockholders generally are not entitled to cumulative voting for the purpose of electing directors and have no
preemptivevote. Except as otherwise required by law or similar right to subscribe for, or to purchase, any shares of
common stock or other securities we may issueprovided in the future. Accordingly,COI, at any annual or special meeting of stockholders, the holders of more than 50% in voting powershares of Common Stock shall have the right to vote on all matters properly submitted to a vote of the shares of common stock voting
generally for the election of directors will be able to elect all of our
directors. At August 30, 2000, Loews beneficially owned 51.75% of the
outstanding shares of common stockstockholders.
Conversion, Redemption and was in a position to control actions that
require the consent of stockholders, including the election of directors,
amendment of our Restated Certificate of Incorporation and any mergers or any
sale of substantially all of our assets.

     Preemptive Rights
Holders of shares of common stockCommon Stock have no exchange, conversion or preemptive rights and such shares of common stock are not subject to redemption. All
outstanding shares of common stock are, and upon issuance and full payment of
the purchase price therefor the shares of common stock issuable upon conversion
of the Debentures offered hereby will be, duly authorized, validly issued, fully
paid and nonassessable. 
Liquidation Rights
Subject to the prior rights if any, of holdersand preferences of any outstanding class orthen-outstanding series of preferred stock, having a preference in relationthe event of any liquidation, dissolution or winding up of the Company, the funds and assets of the Company that may be legally distributed to the commonCompany’s stockholders will be distributed among the holders of the then outstanding shares of Common Stock pro rata in accordance with the number of shares of Common Stock held by each such holder.
Dividend Rights
Subject to the rights of any then-outstanding series of preferred stock, as to distributions upon the dissolution, liquidation and
winding-up of our company and as to dividends, holders of shares of common stock
are entitled to share ratably in all assets of our company that remain after
payment in full of all of our debtsCommon Stock may receive dividends when, as and liabilities, and to receive ratably such
dividends, if any, as may be declared by our Board of Directors from time to
time outin accordance with applicable law.
No Sinking Fund
The shares of funds and other property legally available therefor.

                                       10
   14

     We are subject to Section 203Common Stock have no sinking fund provisions.
Preferred Stock
The following description of certain general terms of the DGCL. In general, Section 203 will
prevent an "interested stockholder," which is defined generally as a person
owning 15% or more of a corporation's outstanding votingpreferred stock of our company
from engaging in a "business combination" with us for three years following the
date that person became an interested stockholder, unless:

     - before that person became an interested stockholder, our Board of
       Directors approved the business combination in question, or the
       transaction which resulted in such person becoming an interested
       stockholder;

     - upon consummation of the transaction that resulted in the interested
       stockholder becoming such, the interested stockholder owns at least 85%
       of our voting stock outstanding at the time the transaction commenced,
       excluding stock held by directors who are also officers of our company
       and by employee stock plans that do not provide employees with rights to
       determine confidentially whether shares held subject to the plan will be
       tendered in a tender or exchange offer; or

     - following the transaction in which that person became an interested
       stockholder, the business combination is approved by our Board of
       Directors and authorized at a meeting of stockholders by the affirmative
       vote of the holders of not less than 66 2/3% of our outstanding voting
       stock not owned by the interested stockholder.

     Under Section 203, the restrictions described above do not apply to certain
business combinations proposed by an interested stockholder following the
announcement (or notification) of one of certain extraordinary transactions
involving our company and a person who had not been an interested stockholder
during the preceding three years or who became an interested stockholder with
the approval of our Board of Directors, and which transactions are approved or
not opposed by a majority of the members of our Board of Directors then in
office who were directors prior to any person becoming an interested stockholder
during the previous three years or were recommended for election or elected to
succeed such directors by a majority of such directors. Section 203 does not
apply to Loews because it has been more than three years since Loews became an
interested stockholder.

     Our common stock is listed on the New York Stock Exchange and trades under
the symbol "DO."

     The transfer agent and registrar for the common stock is ChaseMellon
Shareholder Services, L.L.C., whose principal offices are located at 44 Wall
Street, New York, New York 10005.

                         DESCRIPTION OF THE DEBENTURES

GENERAL

     The Debentures were issued under the Indenture between us and The Chase
Manhattan Bank, as trustee, which consists of a base indenture dated as of
February 4, 1997, which we refer to as the Base Indenture, as supplemented by a
second supplemental indenture dated as of June 6, 2000 governing the Debentures,
which we refer to as the Supplemental Indenture. We refer to the Base Indenture,
as supplemented by the Supplemental Indenture, as the Indenture.

     The following summary of the material provisions of the Indenture and the
registration rights agreement referred to below does not purport to be complete.
We urge you to read the Indenture and the registration rights agreement, which
you may obtain from us upon request. As used under this caption "Description of
the Debentures," all references to our company or to us mean Diamond Offshore
Drilling, Inc., excluding, unless otherwise expressly stated or the context
otherwise requires, its subsidiaries.

     The Debentures are general unsecured obligations of our company, will be
limited to an aggregate principal amount at maturity of $805,000,000 and will
mature on June 6, 2020. The Debentures will rank on a parity with all of our
other unsecured and unsubordinated indebtedness.

     The Debentures are offered and sold at a discount from their value at
maturity. We initially issued the Debentures in a private placement at a price
to investors of $499.60 per Debenture. Over time, the
                                       11
   15

amount payable on each Debenture will increase in value until it reaches its
maturity value of $1,000 on June 6, 2020. The Debentures will be issued only in
denominations of $1,000 and integral multiples of $1,000.

     You have the option to convert your Debentures into our common stock at any
time prior to maturity, unless the Debentures have been previously redeemed or
repurchased. The conversion rate is 8.6075 shares of common stock per Debenture.
This is equivalent to an initial conversion price of $58.0425 per share of
common stock based on the issue price of the Debentures. The conversion rate is
subject to adjustment if certain events occur. Upon conversion, you will receive
only shares of common stock. You will not receive any cash payment for the
accrued original issue discount to the conversion date.

INTEREST

     We will not pay cash interest on the Debentures unless we elect to do so
following a tax event as described below. You should be aware that accrued
original issue discount must be included in your gross income for federal income
tax purposes. Original issue discount is the difference between the issue price
of $499.60 and the $1,000 redemption price of the Debenture at maturity.

REDEMPTION RIGHTS

     On or after June 6, 2005, we can redeem all or part of the Debentures at
any time, upon not less than 15 nor more than 60 days' notice by mail to holders
of Debentures, for a price equal to $499.60 per Debenture plus accrued original
issue discount at a rate of 3.50% per annum compounded semi-annually to the date
of redemption, on the basis of a 360-day year consisting of twelve 30-day
months. We can also convert the Debentures to interest-bearing debentures upon
the occurrence of certain tax events described below. See "-- Tax Event."

     The table below shows redemption prices of Debentures at June 6, 2005, at
each following June 6 prior to maturity and at maturity on June 6, 2020. The
prices reflect the accrued original issue discount calculated through each date.
The redemption price of a Debenture redeemed between these dates would include
an additional amount reflecting the additional original issue discount accrued
since the immediately preceding date in the table to the actual redemption date.


                                                                                        (3)
                                              (1)                (2)             REDEMPTION PRICES
                                           DEBENTURE    ACCRUED ORIGINAL ISSUE   OF THE DEBENTURES
REDEMPTION DATE                           ISSUE PRICE     DISCOUNT AT 3.50%          (1) & (2)
- ---------------                           -----------   ----------------------   -----------------

June 6, 2005............................    $499.60            $ 94.65               $  594.25
June 6, 2006............................     499.60             115.63                  615.23
June 6, 2007............................     499.60             137.35                  636.95
June 6, 2008............................     499.60             159.84                  659.44
June 6, 2009............................     499.60             183.12                  682.72
June 6, 2010............................     499.60             207.22                  706.82
June 6, 2011............................     499.60             232.18                  731.78
June 6, 2012............................     499.60             258.02                  757.62
June 6, 2013............................     499.60             284.76                  784.36
June 6, 2014............................     499.60             312.46                  812.06
June 6, 2015............................     499.60             341.13                  840.73
June 6, 2016............................     499.60             370.81                  870.41
June 6, 2017............................     499.60             401.54                  901.14
June 6, 2018............................     499.60             433.36                  932.96
June 6, 2019............................     499.60             466.30                  965.90
At stated maturity......................     499.60             500.40                1,000.00


     From and after the date a tax event occurs and we elect to pay interest at
3.50% per year on the Debentures instead of accruing original issue discount,
the principal amount for redemption will be

                                       12
   16

restated, and will be calculated by adding the issue price and the original
issue discount that had accrued up until the date on which we exercise the
option to commence paying cash interest.

     If we decide to redeem fewer than all of the outstanding Debentures, the
trustee will select the Debentures to be redeemed by the following methods:

     - by lot;

     - pro rata; or

     - by another method the trustee considers fair and appropriate.

     If the trustee selects a portion of your Debentures for partial redemption
and you convert a portion of the same Debentures, the converted portion will be
deemed to be from the portion selected for redemption. Each Debenture will be
redeemed in whole.

CONVERSION RIGHTS

     You have the right to convert the Debentures into our common stock. You may
convert a Debenture into shares of common stock at any time until the close of
business on the last business day prior to June 6, 2020. If a Debenture has been
called for redemption, you will be entitled to convert the Debenture until the
close of business on the business day immediately preceding the date of
redemption. You may convert fewer than all of your Debentures.

     The initial conversion rate is 8.6075 shares of common stock for each
Debenture. This is equivalent to an initial conversion price of $58.0425 per
share of common stock based on the issue price of the Debentures. You will not
receive any cash payment representing accrued original issue discount upon
conversion of a Debenture. Instead, upon conversion we will deliver to you a
fixed number of shares of common stock and any cash payment to account for
fractional shares. The cash payment for fractional shares will be based on the
closing price of the shares of common stock on the trading day immediately prior
to the conversion date. Delivery of shares of common stock will be deemed to
satisfy our obligation to pay the principal amount of the Debenture and accrued
original issue discount. Accrued original issue discount will be deemed paid in
full rather than canceled, extinguished or forfeited. We will not adjust the
conversion ratio to account for the accrued original issue discount.

     The conversion rate will be subject to adjustment upon the following
events:

     - issuance of shares of common stock as a dividend or distribution on the
       shares of common stock;

     - subdivision or combination of the outstanding shares of common stock;

     - issuance to all stockholders of rights or warrants that allow the holders
       to purchase shares of common stock at less than the current market price;

     - distribution to all stockholders of debt or other assets but excluding
       distributions of rights and warrants described above and all-cash
       distributions;

     - the distribution to all or substantially all stockholders of all-cash
       distributions in an aggregate amount that together with (1) any cash and
       the fair market value of any other consideration payable in respect of
       any tender offer by us or any of our subsidiaries for shares of common
       stock consummated within the preceding 12 months not triggering a
       conversion price adjustment and (2) all other all-cash distributions to
       all or substantially all stockholders made within the preceding 12 months
       not triggering a conversion price adjustment, exceeds an amount equal to
       12.5% of the market capitalization of our shares of common stock on the
       business day immediately preceding the day on which we declare such
       distribution; and

     - the purchase of shares of common stock pursuant to a tender offer made by
       us or any of our subsidiaries to the extent that the same involves
       aggregate consideration that together with (1) any cash and the fair
       market value of any other consideration payable in respect of any tender
       offer by

                                       13
   17

       us or any of our subsidiaries for shares of common stock consummated
       within the preceding 12 months not triggering a conversion price
       adjustment and (2) all-cash distributions to all or substantially all
       stockholders made within the preceding 12 months not triggering a
       conversion price adjustment, exceeds an amount equal to 12.5% of the
       market capitalization of our shares of common stock on the expiration
       date of such tender offer.

     If we were to adopt a stockholders rights plan under which we issue rights
providing that each share of common stock issued upon conversion of the
Debentures at any time prior to the distribution of separate certificates
representing such rights will be entitled to receive such rights, there shall
not be any adjustment to the conversion rate as a result of:

     - the issuance of the rights;

     - the distribution of separate certificates representing the rights;

     - the exercise or redemption of such rights in accordance with any rights
       agreement; or

     - the termination or invalidation of the rights.

     We may increase the conversion rate as permitted by law for at least 20
days, so long as the increase is irrevocable during the period. We are not
required to adjust the conversion rate until adjustments greater than 1% have
occurred.

     If you submit your Debentures for conversion after we have elected to
exercise our option to pay interest instead of accruing original issue discount
between a record date and the opening of business on the next interest payment
date (except for Debentures called for redemption on a redemption date occurring
during the period from the close of business on a record date and ending on the
opening of business on the first business day after the next interest payment
date, or if this interest payment date is not a business day, the second
business day after the interest payment date), you must pay funds equal to the
interest payable on the converted principal amount.

REPURCHASE RIGHT

     You have the right to require us to repurchase the Debentures on June 6,
2005, June 6, 2010 and June 6, 2015. We will be required to repurchase any
outstanding Debenture for which you deliver a written repurchase notice to the
paying agent. This notice must be delivered during the period beginning at any
time from the opening of business on the date that is 20 business days prior to
the repurchase date until the close of business on the repurchase date. If the
repurchase notice is given and withdrawn during the period, we will not be
obligated to repurchase the related Debentures. Our repurchase obligation will
be subject to certain additional conditions. Also, our ability to satisfy our
repurchase obligations may be affected by the factors described in "Risk
Factors" under the caption "We may not have the ability to raise the funds
necessary to finance the change in control offer or the repurchase required by
the Indenture."

     The repurchase price payable will be equal to the issue price plus accrued
original issue discount through the repurchase date. The table below shows the
repurchase prices of a Debenture as of each of the repurchase dates.


REPURCHASE DATE                                         REPURCHASE PRICE
- ---------------                                         ----------------

June 6, 2005.........................................       $594.25
June 6, 2010.........................................        706.82
June 6, 2015.........................................        840.73


     We may, at our option, elect to pay the repurchase price in cash or shares
of common stock, or any combination thereof. For a discussion of the tax
treatment of a holder receiving cash, shares of common

                                       14
   18

stock or any combination thereof, see "Certain United States Federal Income Tax
Considerations -- U.S. Holders -- Sale, Exchange or Retirement of the
Debentures."

     If we have previously exercised our option to pay interest instead of
accruing original issue discount on the Debentures following a tax event, the
repurchase price will be equal to the restated principal amount plus the accrued
and unpaid interest that accrued from the date we exercise our option. See
"-- Tax Event."

     We will be required to give notice on a date not less than 20 business days
prior to each repurchase date to all holders at their addresses shown in the
register of the registrar, and to beneficial owners as required by applicable
law, stating among other things:

     - whether we will pay the repurchase price of the Debentures in cash or
       shares of common stock or any combination thereof, and specifying the
       percentages of each;

     - if we elect to pay in shares of common stock the method of calculating
       the market price of the common stock; and

     - the procedures that holders must follow to require us to repurchase their
       Debentures.

     Your notice electing to require us to repurchase your Debentures must
state:

     - if certificated Debentures have been issued, the Debenture certificate
       numbers, or if not, must comply with appropriate procedures of The
       Depository Trust Company, or DTC;

     - the portion of the principal amount at maturity of your Debentures to be
       repurchased, in multiples of $1,000;

     - that the Debentures are to be repurchased by us pursuant to the
       applicable provisions of the Indenture; and

     - in the event we elect, pursuant to the notice that we are required to
       give, to pay the repurchase price in shares of common stock, in whole or
       in part, but the repurchase price is ultimately to be paid to the holder
       entirely in cash because any of the conditions to payment of the
       repurchase price or portion of the repurchase price in shares of common
       stock is not satisfied prior to the close of business on the repurchase
       date, as described below, whether the holder elects:

      1. to withdraw the repurchase notice as to some or all of the Debentures
         to which it relates; or

      2. to receive cash in respect of the entire repurchase price for all
         Debentures or portions of Debentures subject to such repurchase notice.

     If the holder fails to indicate the holder's choice with respect to the
election described in the final bullet point above, the holder will be deemed to
have elected to receive cash in respect of the entire repurchase price for all
Debentures subject to the repurchase notice in these circumstances. For a
discussion of the tax treatment of a holder receiving cash instead of shares of
common stock, see "Certain United States Federal Income Tax
Considerations -- U.S. Holders -- Sale, Exchange or Retirement of the
Debentures."

     You may withdraw any repurchase notice by a written notice of withdrawal
delivered to the paying agent prior to the close of business on the repurchase
date. The notice of withdrawal must state:

     - the principal amount at maturity of the withdrawn Debentures;

     - if certificated Debentures have been issued, the certificate numbers of
       the withdrawn Debentures, or if not, must comply with appropriate DTC
       procedures; and

     - the principal amount at maturity, if any, of your Debentures that remain
       subject to the repurchase notice.

                                       15
   19

     If we elect to pay the repurchase price, in whole or in part, in shares of
common stock, the number of shares to be delivered by us will be equal to the
portion of the repurchase price to be paid in shares of common stock divided by
the market price of one share of common stock as determined by us in our
repurchase notice. We will pay cash based on the market price for all fractional
shares in the event we elect to deliver shares of common stock in payment, in
whole or in part, of the repurchase price.

     The "market price" means the average of the sale prices of the shares of
common stock for the five trading day period ending on the third business day
prior to the applicable repurchase date (if the third business day prior to the
applicable repurchase date is a trading day, or if not, then on the last trading
day prior to), appropriately adjusted to take into account the occurrence,
during the period commencing on the first of such trading days during such five
trading day period and ending on such repurchase date, of certain events that
would result in an adjustment of the conversion rate with respect to the shares
of common stock.

     The "sale price" of the common stock on any date means the closing sale
price per share of common stock (or if no closing sale price is reported, the
average of the bid and ask prices or, if more than one in either case, the
average of the average bid and the average ask prices) on such date as reported
in composite transactions for the principal United States securities exchange on
which the common stock is traded or, if the common stock is not listed on a
United States national or regional securities exchange, as reported by the
Nasdaq System.

     Because the market price of the common stock is determined prior to the
applicable repurchase date, holders of Debentures bear the market risk with
respect to the value of the common stock to be received from the date such
market price is determined to such repurchase date. We may pay the repurchase
price or any portion of the repurchase price in shares of common stock only if
the information necessary to calculate the market price is published in a daily
newspaper of national circulation.

     Upon determination of the actual number of shares of common stock in
accordance with the foregoing provisions, we will publish such information on
our Web site on the World Wide Web or through such other public medium as we may
use at that time.

     Our right to repurchase Debentures, in whole or in part, with shares of
common stock is subject to our satisfying various conditions, including:

     - the registration of the shares of common stock under the Securities Act
       and the Exchange Act, if required; and

     - any necessary qualification or registration under applicable state
       securities law or the availability of an exemption from such
       qualification and registration.

     If such conditions are not satisfied with respect to a holder prior to the
close of business on the repurchase date, we will pay the repurchase price of
the Debentures of the holder entirely in cash. See "Certain United States
Federal Income Tax Considerations -- U.S. Holders -- Sale, Exchange or
Retirement of the Debentures." We may not change the form or components or
percentages of components of consideration to be paid for the Debentures once we
have given the notice that we are required to give to holders of Debentures,
except as described in the first sentence of this paragraph.

     Our ability to repurchase Debentures with cash may be limited by the terms
of our then existing borrowing agreements. The Indenture will prohibit us from
repurchasing Debentures for cash in connection with the holders' repurchase
right if any event of default under the Indenture has occurred and is
continuing, except a default in the payment of the repurchase price with respect
to the Debentures.

     A holder must either effect book-entry transfer or deliver the Debentures
to be repurchased, together with necessary endorsements, to the office of the
paying agent after delivery of the repurchase notice to receive payment of the
repurchase price. You will receive payment in cash on the repurchase date or the
time of book-entry transfer or the delivery of the Debenture. If the paying
agent holds money or securities

                                       16
   20

sufficient to pay the repurchase price of the Debenture on the business day
following the repurchase date, then:

     - the Debenture will cease to be outstanding;

     - original issue discount (or, if the Debentures have been converted to
       interest-bearing debentures following a tax event, interest) will cease
       to accrue; and

     - all other rights of the holder will terminate.

     This will be the case whether or not book-entry transfer of the Debenture
is made or whether or not the Debenture is delivered to the paying agent.

     We will comply with the provisions of Rule 13e-4 and any other tender offer
rules under the Exchange Act that may be applicable at the time. We will file
Schedule TO or any other schedule required in connection with any offer by us to
repurchase the Debentures at your option.

TAX EVENT

     We have the option to convert the Debentures to interest-bearing debentures
on a tax event. From and after the date a tax event occurs, we may elect to pay
interest at 3.50% per year on the Debentures instead of accruing original issue
discount. The principal amount, which will be restated, will be calculated by
adding the issue price and the original issue discount that had accrued up until
the date on which we exercise the option. This restated principal amount will be
the amount due at maturity. If we elect this option, interest will be based on a
360-day year comprised of twelve 30-day months. Interest will accrue from the
option exercise date and will be payable semi-annually on June 6 to holders of
record on the immediately preceding May 23 and on December 6 to holders of
record on the immediately preceding November 22.

     A tax event occurs when we receive an opinion from an experienced
independent tax counsel stating that, as a result of:

     - any amendment, change or announced prospective change in the laws or
       regulations of the United States or any political subdivisions or taxing
       authorities of the United States; or

     - any amendment, change, interpretation or application of the laws or
       regulations by any legislative body, court, government agency or
       regulatory authority;

there is more than an insubstantial risk that interest, including original issue
discount, payable on the Debentures either:

     - would not be deductible by us on a current accrual basis; or

     - would not be deductible by us under any other method,

in whole or in part, for United States federal income tax purposes.

AMOUNT PAYABLE ON ACCELERATION

     If there is an event of default under the Indenture, the trustee or the
holders of at least 25% in principal amount of the Debentures then outstanding
may declare the issue price plus accrued original issue discount on the
outstanding Debentures immediately due and payable. If we exercise our option to
pay interest instead of accruing original issue discount on the Debentures
following a tax event, the declaration of acceleration referred to above will
make the restated principal amount plus accrued and unpaid interest immediately
payable.

                                       17
   21

CHANGE IN CONTROL

     If we undergo a change in control, you will have the option to require us
to purchase your Debentures 35 business days after the change in control. We
will pay a purchase price equal to the issue price plus accrued original issue
discount through the purchase date or, if applicable, the restated principal
amount plus accrued and unpaid interest to the date of purchase. You may require
us to purchase all or any part of the Debentures so long as the principal amount
at maturity of the Debentures being purchased is an integral multiple of $1,000.

     A change in control occurs in the following situations:

     - any person or group after the first issuance of Debentures becomes the
       beneficial owner of our voting stock representing more than 50% of the
       total voting power of all of our classes of voting stock entitled to vote
       generally in the election of the members of our board of directors (but
       specifically excluding Loews and its subsidiaries); or

     - we consolidate with or merge with or into another person (other than a
       Subsidiary), we sell, convey, transfer or lease our properties and assets
       substantially as an entirety to any person (other than a Subsidiary), or
       any person (other than a Subsidiary) consolidates with or merges with or
       into our company, and our outstanding common stock is reclassified into,
       exchanged for or converted into the right to receive any other property
       or security, provided that none of these circumstances will be a change
       in control if the persons that beneficially own our voting stock
       immediately prior to a transaction beneficially own, in substantially the
       same proportion, shares with a majority of the total voting power of all
       outstanding voting securities of the surviving or transferee person that
       are entitled to vote generally in the election of that person's board of
       directors;

unless, in each case, at least 50% of the consideration, other than cash
payments for fractional shares, consists of shares of voting common stock of the
person that are, or upon issuance will be, traded on a national securities
exchange or approved for trading on an established automated over-the-counter
trading market in the United States.

     You must deliver a written notice to the paying agent prior to the close of
business on the business day prior to the date on which the Debentures are to be
purchased to exercise the repurchase right upon a change in control. This notice
must specify the Debentures submitted for repurchase. You may withdraw the
notice by delivering a written notice of withdrawal to the paying agent before
the same date.

     Within 15 business days after a change in control, we will publish and mail
to the trustee and to each holder of the Debentures a written notice of the
change in control that specifies the terms and conditions and the procedures
required for exercise of holders' rights to require us to purchase Debentures.

     If we have previously exercised our option to pay interest instead of
accruing original issue discount on the Debentures following a tax event, we
will purchase the Debentures at a cash price equal to the restated principal
amount plus accrued and unpaid interest that has accrued from the date we
exercised our option. See "-- Tax Event."

     For purposes of defining a change of control:

     - the term "person" and the term "group" have the meanings given by
       Sections 13(d) and 14(d) of the Exchange Act or any successor provisions;

     - the term "group" includes any group acting for the purpose of acquiring,
       holding or disposing of securities within the meaning of Rule 13d-5(b)(1)
       under the Exchange Act or any successor provision; and

     - the term "beneficial owner" is determined in accordance with Rules 13d-3
       and 13d-5 under the Exchange Act or any successor provision, except that
       a person will be deemed to have beneficial ownership of all shares that
       person has the right to acquire irrespective of whether that right is
       exercisable immediately or only after the passage of time.

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   22

BOOK-ENTRY SYSTEM

     The Debentures are represented by one or more global securities, each of
which we refer to as a Global Security. Each Global Security is deposited with,
or on behalf of, DTC and registered in the name of a nominee of DTC. Except
under circumstances described below, the Debentures will not be issued in
definitive form.

     DTC maintains records in its book-entry registration and transfer system of
the accounts of the beneficial owners of the Debentures represented by the
Global Security. Ownership of beneficial interests in a Global Security will be
limited to persons that have accounts with DTC or its nominee ("participants")
or persons that may hold interests through participants. Ownership of beneficial
interests in a Global Security will be shown on, and the transfer of that
ownership will be effected only through, records maintained by DTC or its
nominee (with respect to interests of persons other than participants). The laws
of some states require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such limits and such laws may
impair the ability to transfer beneficial interests in a Global Security.

     So long as DTC or its nominee is the registered owner of a Global Security,
DTC or its nominee, as the case may be, will be considered the sole owner or
holder of the Debentures represented by that Global Security for all purposes
under the Indenture. Except as provided below, owners of beneficial interests in
a Global Security will not be entitled to have Debentures represented by that
Global Security registered in their names, will not receive or be entitled to
receive physical delivery of Debentures in definitive form and will not be
considered the owners or holders thereof under the Indenture. Principal and
interest payments, if any, on Debentures registered in the name of DTC or its
nominee will be made to DTC or its nominee, as the case may be, as the
registered owner of the relevant Global Security. Neither our company, the
trustee, any paying agent or the registrar for the Debentures will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial interests in a Global Security or for
maintaining, supervising or reviewing any records relating to such beneficial
interests.

     We expect that DTC or its nominee, upon receipt of any payment of principal
or interest, if any, will credit immediately participants' accounts with
payments in amounts proportionate to their respective beneficial interests in
the principal amount of the relevant Global Security as shown on the records of
DTC or its nominee. We also expect that payments by participants to owners of
beneficial interests in a Global Security held through such participants will be
governed by standing instructions and customary practices, as is the case with
securities held for the accounts of customers in bearer form or registered in
"street name," and will be the responsibility of such participants.

     If DTC is at any time unwilling or unable to continue as a depositary and a
successor depositary is not appointed by us within 90 days, we will issue
Debentures in definitive form in exchange for the entire Global Security for the
Debentures. In addition, we may at any time and in our sole discretion determine
not to have Debentures represented by a Global Security and, in such event, will
issue Debentures in definitive form in exchange for the entire Global Security
relating to such Debentures. In any such instance, an owner of a beneficial
interest in a Global Security will be entitled to physical delivery in
definitive form of Debentures represented by such Global Security equal in
principal amount to such beneficial interest and to have such Debentures
registered in its name. Debentures so issued in definitive form will be issued
as registered Debentures in denominations of $1,000 and integral multiples
thereof (or if the Debentures have been converted to interest-bearing debentures
following a tax event, the restated principal amount), unless otherwise
specified by us.

     The principal of, any premium on and any interest on the Debentures will be
payable, and the Debentures will be transferable, at the corporate trust office
of the trustee specified in the Indenture, provided that payment of interest, if
any, may be made at our option by check mailed on or before the payment date,
first class mail, to the address of the person entitled thereto as it appears on
the registry books of our company or our agent. No service charge will be made
for any transfer or exchange of any Debentures, but we may, except in certain
specified cases not involving any transfer, require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.
                                       19
   23

CONSOLIDATION, MERGER, SALE OR CONVEYANCE

     The Indenture provides that we may not consolidate with or merge into any
other entity or convey or transfer our properties and assets substantially as an
entirety to any entity, unless:

     - the successor or transferee entity is a corporation or partnership
       organized under the laws of the United States or any State or the
       District of Columbia;

     - the successor or transferee entity, if other than us, expressly assumes
       by a supplemental indenture executed and delivered to the trustee, in
       form satisfactory to the trustee, the due and punctual payment of the
       principal of, any premium on and any interest on, all the outstanding
       Debentures and the performance of every covenant in the Indenture to be
       performed or observed by us and provides for conversion rights in
       accordance with applicable provisions of the Indenture;

     - immediately after giving effect to the transaction, no Event of Default,
       as defined in the Indenture, and no event which, after notice or lapse of
       time or both, would become an Event of Default, has happened and is
       continuing; and

     - we have delivered to the trustee an officers' certificate and an opinion
       of counsel, each in the form required by the Indenture and stating that
       such consolidation, merger, conveyance or transfer and such supplemental
       indenture comply with the foregoing provisions relating to such
       transaction.

     In case of any such consolidation, merger, conveyance or transfer, the
successor entity will succeed to and be substituted for us as obligor on the
Debentures, with the same effect as if it had been named in the Indenture as our
company.

COVENANTS

     The Indenture contains certain covenants that will be applicable (unless
waived or amended) so long as any of the Debentures are outstanding.

     In the following discussion, when we refer to our "drilling rigs and
drillship," we mean any drilling rig or drillship (or the stock or indebtedness
of any Subsidiary owning such a drilling rig or drillship) that we or one of our
Subsidiaries leases as lessee, or owns greater than a 50% interest in, that our
Board of Directors deems of material importance to us and that has a net book
value greater than 2% of Consolidated Net Tangible Assets. When we refer to
"Consolidated Net Tangible Assets," we mean the total amount of our assets (less
reserves and other properly deductible items) after deducting current
liabilities (other than those that are extendable at our option to a date more
than 12 months after the date the amount is determined), goodwill and other
intangible assets shown in our most recent consolidated balance sheet prepared
in accordance with generally accepted accounting principles.

     Limitation on Liens. In the Indenture, we have agreed that we will not
create, assume or allow to exist any debt secured by a lien upon any of our
drilling rigs or drillship, unless we secure the Debentures equally and ratably
with the debt secured by the lien. This covenant has exceptions that permit:

     - liens already existing on the date the Debentures are issued;

     - liens on property existing at the time we acquire the property or liens
       on property of a corporation or other entity at the time it becomes a
       Subsidiary;

     - liens securing debt incurred to finance the acquisition, completion of
       construction and commencement of commercial operation, alteration, repair
       or improvement of any property, if the debt was incurred prior to, at the
       time of or within 12 months after that event, and to the extent that debt
       is in excess of the purchase price or cost, recourse on the debt is only
       against that property;

     - liens securing intercompany debt;

                                       20
   24

     - liens in favor of a governmental entity to secure either:

       1. payments under any contract or statute; or

       2. industrial development, pollution control or similar indebtedness;

     - liens imposed by law such as mechanic's or workmen's liens;

     - governmental liens under contracts for the sale of products or services;

     - liens under workers compensation laws or similar legislation;

     - liens in connection with legal proceedings or securing taxes or
       assessments;

     - good faith deposits in connection with bids, tenders, contracts or
       leases;

     - deposits made in connection with maintaining self-insurance, to obtain
       the benefits of laws, regulations or arrangements relating to
       unemployment insurance, old age pensions, social security or similar
       matters or to secure surety, appeal or customs bonds; and

     - any extensions, renewals or replacements of the above-described liens if
       both:

       1. the amount of debt secured by the new lien does not exceed the amount
          of debt secured, plus any additional debt used to complete the
          project, if applicable; and

       2. the new lien is limited to all or a part of the property (plus any
          improvements) secured by the original lien.

     In addition, without securing the Debentures as described above, we may
create, assume or allow to exist secured debt that this covenant would otherwise
restrict in an aggregate amount that does not exceed a "basket" equal to 10% of
our Consolidated Net Tangible Assets. When determining whether secured debt is
permitted by this exception, we must include in the calculation of the "basket"
amount all of our other secured debt that this covenant would otherwise restrict
and the present value of lease payments in connection with sale and lease-back
transactions that would be prohibited by the "Limitation on Sale and Lease-Back
Transactions" covenant described below if this exception did not apply.

     Limitation on Sale and Lease-Back Transactions. We have agreed that we will
not enter into a sale and lease-back transaction covering any drilling rig or
drillship, unless one of the following applies:

     - we could incur debt secured by the leased property in an amount at least
       equal to the present value of the lease payments in connection with that
       sale and lease-back transaction without violating the "Limitation on
       Liens" covenant described above; or

     - within six months of the effective date of the sale and lease-back
       transaction, we apply an amount equal to the present value of the lease
       payments in connection with the sale and lease-back transaction to
       either:

       1. the acquisition of any drilling rig or drillship; or

       2. the retirement (including by redemption, defeasement, repurchase or
          otherwise) of long-term debt or other debt maturing more than one year
          after its creation, in each case ranking equally with the Debentures.

     When we use the term "sale and lease-back transaction," we mean any
arrangement by which we sell or transfer to any person any drilling rig or
drillship that we then lease back from them. This term excludes leases shorter
than five years, intercompany leases, leases executed within 12 months of the
acquisition, construction, improvement or commencement of commercial operation
of the drilling rig or drillship, and arrangements pursuant to any provision of
law with an effect similar to the former Section 168(f)(8) of the Internal
Revenue Code of 1954 (which permitted the lessor to recognize depreciation on
the property).

                                       21
   25

LIMITATIONS OF CLAIMS IN BANKRUPTCY

     If a bankruptcy proceeding is commenced in respect of our company, the
claim of the holder of a Debenture is, under Title 11 of the United States Code,
limited to the original issue price of the Debenture plus that portion of the
original issue discount that has accrued from the issue date to the commencement
of the proceeding. In addition, the holders of the Debentures will be
effectively subordinated to the indebtedness and other obligations of our
company's subsidiaries.

EVENTS OF DEFAULT; WAIVER AND NOTICE THEREOF

     An Event of Default is defined in the Indenture as:

          (a) default for 30 days in payment of any interest on the Debentures
     (after conversion of the Debentures to interest-bearing debentures
     following a tax event) or in payment of any Additional Interest under the
     registration rights agreement;

          (b) default in payment of principal of or any premium on the
     Debentures at maturity (or, if the Debentures have been converted to
     interest-bearing debentures following a tax event, the restated principal
     amount), issue price, accrued original issue discount, redemption price,
     repurchase price or change in control price, when the same becomes due and
     payable;

          (c) default in the payment (after any applicable grace period) of any
     indebtedness for money borrowed by our company or a Subsidiary in excess of
     $25.0 million principal amount (excluding such indebtedness of any
     Subsidiary other than a Significant Subsidiary, all the indebtedness of
     which Subsidiary is nonrecourse to our company or any other Subsidiary) or
     default on such indebtedness that results in the acceleration of such
     indebtedness prior to its express maturity, if such indebtedness is not
     discharged, or such acceleration is not annulled, by the end of a period of
     10 days after written notice to us by the trustee or to us and the trustee
     by the holders of at least 25% in principal amount of the outstanding
     Debentures;

          (d) default by us in the performance of any other covenant contained
     in the Indenture for the benefit of the Debentures that has not been
     remedied by the end of a period of 60 days after notice is given as
     specified in the Indenture; and

          (e) certain events of bankruptcy, insolvency and reorganization of our
     company or a Significant Subsidiary.

     When we refer to a "Significant Subsidiary," we mean any Subsidiary, the
Net Worth of which represents more than 10% of the Consolidated Net Worth of our
company and our Subsidiaries. The terms "Subsidiary," "Net Worth" and
"Consolidated Net Worth" are defined in the Indenture.

     The Indenture provides that:

     - if an Event of Default described in clause (a), (b), (c) or (d) above (if
       the Event of Default under clause (d) is with respect to less than all
       series of debt securities issued under the Base Indenture and then
       outstanding) has occurred and is continuing with respect to a series of
       debt securities issued under the Base Indenture and then outstanding,
       either the trustee or the holders of not less than 25% in aggregate
       principal amount of the debt securities of such series then outstanding
       (each such series acting as a separate class) may declare the principal
       (or, in the case of the Debentures, the portion thereof that represents
       the issue price plus the accrued original issue discount where we have
       not previously elected to pay interest in cash or, if the Debentures have
       been converted to interest-bearing debentures following a tax event, the
       restated principal amount plus accrued and unpaid interest) of the debt
       securities of the affected series and the interest accrued thereon, if
       any, to be due and payable immediately; and

     - if an Event of Default described in clause (d) above (if the Event of
       Default under clause (d) is with respect to all series of debt securities
       issued under the Base Indenture and then outstanding) has occurred and is
       continuing, either the trustee or the holders of at least 25% in
       aggregate
                                       22
   26

       principal amount of all debt securities issued under the Base Indenture
       and then outstanding (treated as one class) may declare the principal
       (or, in the case of the Debentures, the portion thereof that represents
       the issue price plus the accrued original issue discount where we have
       not previously elected to pay interest in cash or, if the Debentures have
       been converted to interest-bearing debentures following a tax event, the
       restated principal amount plus accrued and unpaid interest) of all debt
       securities issued under the Base Indenture and then outstanding and the
       interest accrued thereon, if any, to be due and payable immediately,

but upon certain conditions such declarations may be annulled and past defaults
(except for defaults in the payment of principal of, any premium on or any
interest on, such debt securities and in compliance with certain covenants) may
be waived by the holders of a majority in aggregate principal amount of the debt
securities of such series then outstanding. If an Event of Default described in
clause (e) occurs and is continuing, then the principal amount (or, in the case
of debt securities originally issued at a discount, including the Debentures,
such portion of the principal amount that represents the issue price plus the
accrued original issue discount where we have not previously elected to pay
interest in cash or, if the Debentures have been converted to interest-bearing
debentures following a tax event, the restated principal amount plus accrued and
unpaid interest) of all the debt securities issued under the Base Indenture and
then outstanding and all accrued interest thereon shall become and be due and
payable immediately, without any declaration or other act by the trustee or any
other holder.

     Under the Indenture the trustee must give to the holders of Debentures
notice of all uncured defaults known to it with respect to the Debentures within
90 days after such a default occurs (the term default to include the events
specified above without notice or grace periods); provided that, except in the
case of default in the payment of principal of, any premium on or any interest
on any of the Debentures, or default in the payment of any sinking or purchase
fund installment or analogous obligations, the trustee will be protected in
withholding such notice if it in good faith determines that the withholding of
such notice is in the interests of the holders of the Debentures.

     No holder of any Debentures may institute any action under the Indenture
unless:

     - such holder has given the trustee written notice of a continuing Event of
       Default with respect to the Debentures;

     - the holders of not less than 25% in aggregate principal amount of the
       Debentures then outstanding have requested the trustee to institute
       proceedings in respect of such Event of Default;

     - such holder or holders have offered the trustee such reasonable indemnity
       as the trustee may require;

     - the trustee has failed to institute an action for 60 days thereafter; and

     - no inconsistent direction has been given to the trustee during such
       60-day period by the holders of a majority in aggregate principal amount
       of Debentures.

     The holders of a majority in aggregate principal amount of the Debentures
affected and then outstanding will have the right, subject to certain
limitations, to direct the time, method and place of conducting any proceeding
for any remedy available to the trustee or exercising any trust or power
conferred on the trustee with respect to the Debentures. The Indenture provides
that, if an Event of Default occurs and is continuing, the trustee, in
exercising its rights and powers under the Indenture, will be required to use
the degree of care of a prudent man in the conduct of his own affairs. The
Indenture further provides that the trustee shall not be required to expend or
risk its own funds or otherwise incur any financial liability in the performance
of any of its duties under the Indenture unless it has reasonable grounds for
believing that repayment of such funds or adequate indemnity against such risk
or liability is reasonably assured to it.

     We must furnish to the trustee within 120 days after the end of each fiscal
year a statement signed by one of certain officers of our company to the effect
that a review of our activities during such year and of
                                       23
   27

our performance under the Indenture and the terms of the Debentures has been
made, and, to the best of the knowledge of the signatories based on such review,
we have complied with all conditions and covenants of the Indenture or, if we
are in default, specifying such default.

     For the purposes of determining whether the holders of the requisite
principal amount of Debentures have taken any action herein described, the
principal amount of Debentures will be deemed to be the portion of such
principal amount that would be due and payable at the time of the taking of such
action upon a declaration of acceleration of maturity thereof.

MODIFICATION OF THE INDENTURE

     We and the trustee may, without the consent of the holders of the debt
securities issued under the Base Indenture, enter into supplemental indentures
for, among others, one or more of the following purposes:

     - to evidence the succession of another corporation to our company, and the
       assumption by such successor of our obligations under the Indenture and
       the debt securities of any series;

     - to add covenants of our company, or surrender any rights of our company,
       for the benefit of the holders of debt securities of any or all series;

     - to cure any ambiguity, omission, defect or inconsistency in such
       Indenture;

     - to establish the form or terms of any series of debt securities,
       including any subordinated securities;

     - to evidence and provide for the acceptance of any successor trustee with
       respect to one or more series of debt securities or to facilitate the
       administration of the trusts thereunder by one or more trustees in
       accordance with such Indenture; and

     - to provide any additional Events of Default.

     With certain exceptions, the Indenture or the rights of the holders of the
Debentures may be modified by us and the trustee with the consent of the holders
of a majority in aggregate principal amount of the Debentures then outstanding,
but no such modification may be made without the consent of the holder of each
outstanding Debenture affected thereby that would:

     - change the maturity of any payment of principal of, or any premium on, or
       any installment of interest on any Debenture, or reduce the principal
       amount thereof or the accrual amount for original issue discount, or if
       applicable the rate of cash payment interest or any premium thereon, or
       change the method of computing the amount of principal thereof or the
       accrual amount for original issue discount, or if applicable the rate of
       cash payment interest thereon on any date or change any place of payment
       where, or the coin or currency in which, any Debenture or any premium or
       interest thereon is payable, or impair the right to institute suit for
       the enforcement of any such payment on or after the maturity thereof (or,
       in the case of redemption or repayment, on or after the redemption date
       or the repayment date, as the case may be) or adversely affect the
       conversion or repurchase provisions in the Indenture;

     - reduce the percentage in principal amount of the outstanding Debentures,
       the consent of whose holders is required for any such modification, or
       the consent of whose holders is required for any waiver of compliance
       with certain provisions of the Indenture or certain defaults thereunder
       and their consequences provided for in the Indenture; or

     - modify any of the provisions of certain sections of the Indenture,
       including the provisions summarized in this paragraph, except to increase
       any such percentage or to provide that certain other provisions of the
       Indenture cannot be modified or waived without the consent of the holder
       of each outstanding Debenture affected thereby.

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   28

DISCHARGE OF THE INDENTURE

     We may satisfy and discharge our obligations under the Indenture by
delivering to the trustee for cancellation all outstanding Debentures or by
depositing with the trustee, the paying agent or the conversion agent, if
applicable, after the Debentures have become due and payable, whether at stated
maturity, or any redemption date, or any repurchase date, or a change in control
purchase date, or upon conversion or otherwise, cash or common stock (as
applicable under the terms of the Indenture) sufficient to pay all of the
outstanding Debentures and paying all other sums payable under the Indenture by
our company.

GOVERNING LAW

     The Indenture and the Debentures will be governed by and construed in
accordance with the laws of the State of New York.

REGISTRATION RIGHTS

     We have agreed pursuant to a registration rights agreement with the initial
purchaser, for the benefit of the holders of the Debentures and the common stock
issuable upon the conversion thereof, to, at our cost:

     - use our reasonable best efforts to file, as promptly as practicable, a
       registration statement on an appropriate form, which we refer to as the
       Shelf Registration Statement, covering resales of the Debentures and the
       common stock issuable upon their conversion, which we refer to as the
       Registrable Securities, pursuant to Rule 415 under the Securities Act;

     - use our reasonable best efforts to cause the Shelf Registration Statement
       to be declared effective under the Securities Act as promptly as
       practicable, but no later than 180 days after the first date of initial
       issuance of the Debentures; and

     - use our reasonable best efforts to keep the Shelf Registration Statement
       effective after its effective date until the date which is the earlier
       of:

       1. the second anniversary of the effective date of the registration
          statement; and

       2. such time as all of the Registrable Securities have been sold pursuant
          to the Shelf Registration Statement, transferred pursuant to Rule 144
          under the Securities Act or are eligible for sale pursuant to Rule
          144(k) under the Securities Act or any successor rule or regulation
          thereto.

Notwithstanding the foregoing, we will be permitted to suspend the use of the
prospectus that is part of the Shelf Registration Statement for a period not to
exceed 30 days in any three-month period and 90 days in the aggregate for all
periods in any 12-month period, if we determine in good faith that it is in the
best interest of our company to suspend such use of the prospectus and we
provide the registered holders with written notice of such suspension. This
prospectus is a part of the Shelf Registration Statement.

     We will, among other things, provide to each holder for whom the Shelf
Registration Statement was filed copies of the prospectus that is a part of the
Shelf Registration Statement, notify each such holder when the Shelf
Registration Statement has become effective and take certain other actions as
are required to permit resales of the Debentures and the common stock issuable
upon the conversion thereof by such holders to third parties pursuant to the
Shelf Registration Statement. A beneficial holder selling such securities
pursuant to the Shelf Registration Statement generally will be required to be
named as a selling securityholder in the related prospectus and to deliver a
prospectus to purchasers, will be subject to certain of the civil liability
provisions under the Securities Act in connection with such sales and will be
bound by the provisions of the registration rights agreement that are applicable
to such holder, including certain indemnification obligations.

                                       25
   29

     In the registration rights agreement, we agreed that if:

     - on or prior to the 90th day after the first date of original issuance of
       the Debentures, the Shelf Registration Statement has not been filed with
       the SEC;

     - on or prior to the 180th day after the first date of original issuance of
       the Debentures, the Shelf Registration Statement has not been declared
       effective by the SEC; or

     - after the Shelf Registration Statement has been declared effective, the
       Shelf Registration Statement ceases to be effective or usable (subject to
       certain exceptions described in the registration rights agreement) in
       connection with resales of Debentures and the common stock issuable upon
       the conversion thereof in accordance with and during the periods
       specified in the registration rights agreement

(we refer to each event referred to in the three bullets above as a Registration
Default), additional interest, which we refer to as Additional Interest, will
accrue on the Debentures and/or any shares of common stock into which any
Debentures had been converted previously, that are, in each case, transfer
restricted securities, from and including the date on which any such
Registration Default shall occur to, but excluding, the date on which all
Registration Defaults have been cured, at the rate of 0.25% per annum for
failure to timely file the Shelf Registration Statement and 0.50% per annum
otherwise. The applicable Additional Interest will be calculated on the
aggregate principal amount of the outstanding transfer restricted Debentures
and, if applicable, the aggregate applicable conversion price of any issued and
outstanding transfer restricted shares of common stock into which any debentures
have been converted previously, and we will pay Additional Interest as it
accrues in cash on each June 6 and December 6. The term "applicable conversion
price" refers to the original issue price of a Debenture plus accrued original
issue discount to the date of calculation divided by the conversion rate as then
in effect. Payment of Additional Interest constitutes liquidated damages and is
the sole remedy of investors in the case of Registration Defaults, and we will
have no other liabilities with respect to our registration obligations for which
Additional Interest is provided.

     This summary of certain provisions of the registration rights agreement
does not purport to be complete and is subject to, and is qualified in its entirety by reference to all the COI, the applicable provisions of the registration rights
agreement, a copy of which is available from us upon request.

                            SELLING SECURITYHOLDERS

     We originally issued the Debentures in a private placement. The Debentures
were resold by the initial purchaser to qualified institutional buyers within
the meaning of Rule 144A under the Securities Act in transactions exempt from
registration under the Securities Act. The DebenturesDGCL and the sharescertificate of commondesignation that relates to the particular series of preferred stock.
The Company may issue preferred stock issuable upon conversion thereof,in one or conversion shares, that may be
offered pursuant to this prospectus will be offered by the selling
securityholders, which includes their transferees, pledgees or donees or their
successors. The following table sets forth certain information concerning the
principal amount of Debentures beneficially owned by each selling securityholder
and the number of conversion shares that may be offeredmore series from time to time, pursuantwith each such series to this prospectus.

     The numberconsist of conversion shares shown in the table below assumes conversion
of the full amount of Debentures held by such holder at the initial conversion
rate of 8.6075 shares per $1,000 principal amount at maturity of Debentures.
This conversion rate is subject to certain adjustments. Accordingly, the number of shares and to have such powers, designations, preferences and relative, participating, optional or other rights, and the qualifications, limitations or restrictions thereof, if any, as shall be stated in the resolution or resolutions providing for the issuance of common stock issuable upon conversionsuch series adopted by our Board of Directors.
It is not possible to state the actual effect of the Debentures may
increase or decrease from time to time. Underissuance of any shares of preferred stock upon the termsrights of the Indenture,
fractionalCompany’s shares will not be issued upon conversionof Common Stock until the Board of Directors determines the specific rights of the 26
   30

Debentures. Cash will be paid insteadholders of fractional shares, if any. Asany series of August
30, 2000, we had 135,445,277preferred stock of the Company. However, these effects might include, among others:
restricting dividends on the Common Stock;
diluting the voting power of the Common Stock;
impairing the liquidation rights of the Common Stock; and
delaying or preventing a change of control of the Company.
Anti-Takeover Considerations
Some provisions of Delaware law, the COI and the Bylaws summarized below could make certain change of control transactions more difficult, including acquisitions of the Company by means of a tender offer, proxy contest or otherwise, as well as removal of the incumbent directors. These provisions may have the effect of preventing changes in management. It is possible that these provisions would make it more difficult to accomplish or deter transactions that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for shares of common stock outstanding.


                                                    PRINCIPAL AMOUNT AT                      NUMBER OF
                                                   MATURITY OF DEBENTURES   PERCENTAGE OF   CONVERSION
                                                     BENEFICIALLY OWNED      DEBENTURES     SHARES THAT
NAME                                                  THAT MAY BE SOLD       OUTSTANDING    MAY BE SOLD
- ----                                               ----------------------   -------------   -----------

LibertyView Funds L.P............................       $  5,000,000             0.62%          43,037
Kentfield Trading, Ltd...........................         10,450,000             1.30           89,948
St. Thomas Trading, Ltd..........................            550,000             0.07            4,734
Bear, Stearns & Co. Inc. ........................          5,000,000             0.62           43,037
White River Securities L.L.C.....................          5,000,000             0.62           43,037
SG Cowen Securities Corporation..................          8,000,000             0.99           68,860
Spear, Leeds & Kellogg...........................          1,000,000             0.12            8,607
Deutsche Bank Securities Inc. ...................          9,000,000             1.12           77,467
Highbridge International LLC.....................         11,984,000             1.49          103,152
Argent Classic Convertible Arbitrage Fund
  (Bermuda) L.P..................................         37,000,000             4.60          318,477
Jersey (IMA) Ltd.................................          1,750,000             0.22           15,063
LibertyView Funds L.P............................          5,250,000             0.65           45,189
Deephaven Domestic Convertible Trading Ltd.......         10,000,000             1.24           86,075
Argent Classic Convertible Arbitrage Fund L.P....         15,000,000             1.86          129,112
Lydian Overseas Partners Master Fund.............         39,000,000             4.84          335,692
BBT Fund, L.P....................................         25,000,000             3.11          215,187
Any other holder of Debentures or future
  transferee from any such holder(1).............        616,016,000            76.53        5,302,357
                                                        ------------           ------        ---------
Total............................................       $805,000,000           100.00%       6,929,031(2)
                                                        ============           ======        =========


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

(1) Information concerning other selling holdersthe Common Stock.
Number, Election and Removal of Debentures willDirectors
The Board of Directors consists of eight members, which may be set forth
    in prospectus supplementsincreased from time to time if required.

(2) The conversion shares do not total 6,929,038 shares due to rounding
    resulting from the elimination of fractional shares.

     The preceding table has been prepared based upon the information furnished
to us by the selling securityholders named above.

     Noneresolution adopted by a majority of the selling securityholders has had any position, office or other
material relationship with us or our affiliates within the past three years.Board. The selling securityholders identified above may have sold, transferred or
otherwise disposed of some or all of their Debentures since the date on which
the information in the preceding table is presented in transactions exempt from
the registration requirementsdirectors of the Securities Act. Information concerning the
selling securityholders may change from time to time and, if necessary, we will
supplement this prospectus accordingly. We cannot give an estimate as to the
amount of the Debentures or conversion shares that will be held by the selling
securityholders upon the termination of this offering because the selling
securityholders may offer some or all of their Debentures or conversion shares
pursuant to the offering contemplated by this prospectus. See "Plan of
Distribution."

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   31

            CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

     The following is a summary of the material U.S. federal income tax
considerations relating to the purchase, ownership and disposition of the
Debentures or common stock to purchasers of the Debentures whoCompany are U.S. holders
(as described below), and the material U.S. federal income and estate tax
consequences relating to the purchase, ownership and disposition of the
Debentures or shares of common stock to purchasers who are non-U.S. holders (as
described below). It does not contain a complete analysis of all the potential
tax considerations relating thereto. In particular, this discussion does not
address all tax considerations that may be important to you in light of your
particular circumstances (such as the alternative minimum tax provisions) or if
you are subject to special treatment under the federal income tax laws. Special
rules may apply, for instance, to banks, thrifts, insurance companies, dealers
in securities, tax-exempt entities, persons who hold Debentures or shares of
common stock as part of a hedge, conversion or straddle, constructive sale or
other risk reduction transactions, persons who have ceased to be United States
citizens or to be taxed as resident aliens or persons who hold Debentures or
shares of common stock through a partnership or similar pass-through entity.
Except as specifically provided below, this discussion also does not address the
effect of federal estate and gift tax or the tax consequences arising under the
laws of any state, local or foreign jurisdiction.

     This discussion is limited to holders of Debentures who hold the Debentures
or any shares of common stock into which the Debentures are converted as
"capital assets" (in, general, assets held for investment).

     This discussion is based upon the Internal Revenue Code of 1986, as
amended, which we refer to as the Code, existing and proposed Treasury
Regulations, and judicial decisions and administrative interpretations
thereunder, as of the date hereof, all of which are subject to different
interpretations or to change, possibly with retroactive effect. We cannot assure
you that the Internal Revenue Service, or the IRS, will not challenge one or
more of the tax results described herein, and we have not obtained, nor do we
intend to obtain, a ruling from the IRSclassified with respect to the U.S. federal tax
consequencestime for which they severally hold office into three classes, designated as Class I, Class II and Class III. Each class of acquiring, holding or disposingdirectors consists, as nearly as possible, of one third of the Debenturestotal number of directors constituting the whole Board. The initial Class I directors served for a term that expired at the first annual meeting of the stockholders following the Effective Date, which was held on January 21, 2022; the initial Class II directors will serve for a term expiring at the second annual meeting of the stockholders following the Effective Date; and the initial Class III directors will serve for a term expiring at the third annual meeting of the stockholders following the Effective Date. At each annual meeting of stockholders of the Company beginning with the first annual meeting of stockholders following the Effective Date that was held on January 21, 2022, the successors of the class of directors whose term expires at that meeting will be elected to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election. Each director will hold office until his or her successor is duly elected and qualified or until his or her earlier death, resignation, disqualification or removal.
Subject to the rights of any then-outstanding series of preferred stock, the Board of Directors or any individual director may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least a majority of the voting power of all of the then outstanding shares of common stock.

     PLEASE CONSULT YOUR OWN TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES
TO YOU OF ACQUIRING, HOLDING, CONVERTING OR OTHERWISE DISPOSING OF THE
DEBENTURES AND SHARES OF COMMON STOCK, INCLUDING THE EFFECT AND APPLICABILITY OF
STATE, LOCAL OR FOREIGN TAX LAWS.

U.S. HOLDERS

     You are a U.S. holder for purposes of this discussion if, for U.S. federal
income tax law purposes, you are a holder of a Debenture or a share of commonvoting stock who or that is:

     - a citizen or resident of the United States;

     - a corporation, partnershipCompany entitled to vote in the election of directors.
Calling of Special Meeting of Stockholders
The COI provides that special meetings of stockholders may be called only by or other entity created or organized in or
       underat the lawsdirection of the United States or of any political subdivision
       thereof;

     - an estate the income of which is subject to United States federal income
       taxation regardless of its source; or

     - a trust if a U.S. court is able to exercise primary supervision over the
       administrationmajority of the trust and oneBoard of Directors, the Chairperson of the Board of Directors or more U.S. personsthe Chief Executive Officer or President of the Company. Stockholders of the Company do not have the authorityright to controlcall special meetings.
Amendments to the Bylaws
The Bylaws may be altered, amended or repealed by the Board of Directors. The Bylaws may also be altered, amended or repealed by the affirmative vote of at least two-thirds of the voting power of all substantial decisions of the trust.

     Original Issue Discount on the Debentures. The Debentures were issued at a
substantial discount from their principal amount. For federal income tax
purposes, the excessthen outstanding shares of voting stock of the principal amountCompany entitled to vote generally in the election of each Debenture over its "issue
price" (namely,directors.
Other Limitations on Stockholder Actions
Advance notice is required for stockholders to nominate directors or to submit proposals for consideration at meetings of stockholders. These procedures provide that notice of stockholder proposals must be timely given in writing to the first priceSecretary of the Company prior to the meeting at which a substantial portionthe action is to be taken. Generally, to be timely, notice of stockholder proposals relating to an annual meeting must be received at the Debentures
were sold to investors (not including sales to underwriters or placement
agents)) constitutes original issue discount, or OID. You will be required to
include OID in income as it accrues, in accordance with a constant yield method,
before receipt of the cash or other payment attributable to such income,
regardless of your regular method of accounting for U.S. federal income tax
purposes. Under these rules, you will

                                       28
   32

have to include in gross income increasingly greater amounts of OID in each
successive accrual period. Your original tax basis for determining gain or loss
on the sale or other disposition of a Debenture will be increased by any accrued
OID included in your gross income.

     Acquisition Premium on the Debentures. If you acquired a Debenture for an
amount that exceeded the then adjusted issue price of the Debentures (namely,
the issue price plus the amount of OID that accrued on the Debenturesprincipal executive offices not less than 90 days nor more than 120 days prior to the date of your purchase), then youthe one-year anniversary of the immediately preceding annual meeting of stockholders. The Bylaws specify in detail the requirements as to form and content of all stockholder notices. These requirements may preclude stockholders from bringing matters before the stockholders at an annual or special meeting. The Bylaws also describe certain criteria for when stockholder-requested meetings need not be held.
Newly Created Directorships and Vacancies on the Board of Directors
Subject to the rights of any then-outstanding series of preferred stock, any vacancies on the Board of Directors or newly created directorships resulting from any increase in the number of directors will be considered to have paid an
"acquisition premium." In that event, you will be entitled to reduce the amount
of OID otherwise includible in your income with respect to the Debenture for any
taxable yearfilled by the portionvote of a majority of the acquisition premium properly allocable to
such year utilizing, absent a special election, the straight-line method.

     Market Discount on the Debentures. If you acquired a Debenture for an
amount that wasdirectors then in office, even though less than the adjusted issue price of the Debentures and if such
difference exceeds a statutory de minimis amount, then you will be considered to
have acquired the Debenture atquorum, or by a "market discount." In that event, any gain
recognized on a subsequent disposition of the Debenturesole remaining director (other than in
connection with certain non-recognition transactions), or upon the full or
partial payment of principal, will be treated as ordinary income to the extent
of the market discount that accrued to you up until that date utilizing the
straight-line method. In addition, you may be required to defer deductions for
any interest paid on indebtedness incurred (or continued) to purchase or carry
the Debenture in an amount not exceeding such accrued market discount.

     Alternatively, you may elect to amortize the market discount into income,
through the use of either the straight-line or the constant yield methods. If
such election is made, your tax basis in the Debentures will be increaseddirectors elected by the market discount thereon as it is included in your income. In addition, youseparate vote of one or more then-outstanding series of preferred stock), and will not be requiredfilled by the stockholders.
Authorized but Unissued Shares
Under Delaware law, the Company’s authorized but unissued shares of Common Stock are available for future issuance without stockholder approval. The Company may use these additional shares of Common Stock for a variety of corporate purposes, including future public offerings to defer any deductions for interest accrued on indebtedness
with respectraise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued shares of Common Stock could render more difficult or discourage an attempt to obtain control of the Company by means of a proxy contest, tender offer, merger or otherwise.
Exclusive Forum
The COI provides that, unless the Company consents in writing to the Debenture.

     Original Issue Discount Following a Tax Event. Ifselection of an alternative forum, the Debentures are
converted to interest-bearing debentures following a tax event, you must
continue to accrue OID atCourt of Chancery of the original yield to maturity. Such accrued OID will
be addedState of Delaware, or the Court of Chancery (or, if the Court of Chancery lacks jurisdiction over such action or proceeding, then the federal district court for the District of Delaware or other state courts of the State of Delaware), and any appellate court therefrom shall, to the tax basis of your Debenturesfullest extent permitted by law, be the sole and the cash payments you receive
will correspondingly reduce your tax basis.

     Sale, Exchangeexclusive forum for (i) any derivative action, suit or Retirementproceeding brought on behalf of the Debentures. Except as described in the
following two subsections, upon the sale, exchangeCompany, (ii) any action, suit or retirementproceeding asserting a claim of breach of a Debenture
(includingfiduciary duty owed by reasonany director, officer or stockholder of a repurchase by us), you will recognize gain or loss
equalthe Company to the difference betweenCompany or to the sale, exchangeCompany’s stockholders, (iii) any action, suit or retirement proceeds and
your adjusted tax basis inproceeding arising pursuant to any provision of the Debenture. Except forDGCL or the Bylaws or the COI (as either may be amended from time to time), (iv) any accrued market
discount, gainaction, suit or loss realizedproceeding as to which the DGCL confers jurisdiction on the sale, exchangeCourt of Chancery or retirement of(v) any action, suit or proceeding asserting a Debenture will generally be capital gainclaim against the Company or loss and will be long-term capital
gainany current or loss if the Debenture is held for more than one year. You should consult
your tax advisors regarding the treatment of capital gains (which may be taxed
at lower rates than ordinary income for taxpayers who are individuals) and
losses (the deductibility of which is subject to limitations).

     Conversion of Debentures. The conversion of a Debenture into common stock
(or, following a tax event, into an interest-bearing debenture) will generally
not be a taxable event, except with respect to cash received in lieu of a
fractional share. Your basis in the common stock (or interest-bearing debenture)
received on conversion of a Debenture will be the same as your basis in the
Debenture at the time of conversion (exclusive of any tax basis allocable to a
fractional share), and your holding period for the common stock (or
interest-bearing debenture) received on conversion should include the holding
period of the Debenture converted, except that the holding period of common
stock attributable to OID may commence on the day following the date of
conversion. The receipt of cash in lieu of a fractional share should generally
result in capital gainformer director, officer or loss (measuredstockholder governed by the difference betweeninternal affairs doctrine.
The COI provides that, unless the cash
received for the fractional share interest and your tax basisCompany consents in the fractional
share interest).

     Exercise of Repurchase Right. If you require us to repurchase a Debenture
on a repurchase date and if we issue common stock in full satisfaction of the
purchase price, the exchange of a Debenture for common stock should be treated
the same as a conversion. If you require us to repurchase a Debenture on

                                       29
   33

a repurchase date and if we deliver a combination of cash and common stock in
payment of the purchase price, then, in general, (1) you should recognize gain
(but not loss)writing to the extent thatselection of an alternative forum, the cash and the value of the common stock
exceeds your adjusted tax basis in the Debenture, but in no event will the
amount of recognized gain exceed the amount of cash received, (2) your basis in
the common stock received should be the same as your basis in the Debenture
repurchased by us (exclusive of any basis allocable to a fractional share),
decreased by the amount of cash received (other than cash received in lieu of a
fractional share), and increased by the amount of gain, if any, recognized by
you (other than gain with respect to a fractional share) and (3) the holding
period of the common stock received in the exchange should include the holding
period for the Debenture that was repurchased, except that the holding period of
common stock attributable to OID may commence on the day following the date of
conversion.

     Adjustment of Conversion Rate. If at any time we make a distribution of
property to stockholders that would be taxable to such stockholders as a
dividend for federal income tax purposes (for example, distributions of
evidences of indebtedness or assets of ours, but generally not share dividends
or rights to subscribe for common stock) and, pursuant to the anti-dilution
provisions of the Indenture, the conversion rate under the Debentures is
increased, such increase may be deemed to be the payment of a taxable dividend
to you. Likewise, if the conversion rate is increased at our discretion or in
certain other circumstances, such increase also may be deemed to be the payment
of a taxable dividend to you.

     Ownership and Disposition of Common Stock. Dividends, if any, paid on the
common stock generally will be includable in your income as ordinary income to
the extent of your ratable share of our current or accumulated earnings and
profits. Upon the sale, exchange or other disposition of common stock, you
generally will recognize capital gain or capital loss equal to the difference
between the amount realized on such sale or exchange and your adjusted tax basis
in such common stock. You should consult your tax advisors regarding the
treatment of capital gains (which may be taxed at lower rates than ordinary
income for taxpayers who are individuals) and losses (the deductibility of which
is subject to limitations).

NON-U.S. HOLDERS

     You are a non-U.S. holder for purposes of this discussion if you are a
holder of a Debenture or a share of common stock that is not a U.S. holder, as
described above.

     Withholding Tax on Payments of Principal and Original Issue Discount on
Debentures. By reason of being "portfolio interest," the payment of principal
that includes OID on a Debenture by us or any paying agent of ours to you will
not be subject to the 30% United States federal withholding tax, provided that:

     - you do not actually or constructively own 10% or more of the total
       combined voting power of all classes of our stock;

     - you are not a controlled foreign corporation that is related to us within
       the meaning of the Code; and

     - either (A) the beneficial owner of the Debenture certifies to the
       applicable payor or its agent, under penalties of perjury, that it is not
       a U.S. holder and provides its name and address on United States Treasury
       Form W-8BEN (or a suitable substitute form) or (B) a securities clearing
       organization, bank or other financial institution that holds customers'
       securities in the ordinary course of its trade or business (a "financial
       institution") and holds the Debenture, certifies under penalties of
       perjury that such a Form W-8BEN (or a suitable substitute form) has been
       received from the beneficial owner by it or by a financial institution
       between it and the beneficial owner and furnishes the payor with a copy
       thereof.

     Except to the extent otherwise provided under an applicable income tax
treaty, you generally will be taxed in the same manner as a U.S. holder with
respect to OID on a Debenture if such OID is effectively connected with a U.S.
trade or business of yours. Effectively connected OID received by a corporate
non-U.S. holder may also, under certain circumstances, be subject to an
additional "branch profits tax" at a

                                       30
   34

30% rate (or, if applicable, a lower treaty rate), subject to certain
adjustments. Such effectively connected OID will not be subject to withholding
tax if the holder delivers the appropriate form (currently IRS Form 4224 and,
beginning January 1, 2001, a Form W-8ECI) to the payor.

     Dividends. Except to the extent otherwise provided under an applicable tax
treaty, dividends on the common stock paid to you will generally be subject to
30% United States federal withholding tax or will be taxed in the same manner as
a U.S. holder if the dividends are effectively connected with your conduct of a
trade or business in the United States. If you are a foreign corporation, you
may also be subject to a United States branch profits tax on such effectively
connected income at a 30% rate or such lower rate as may be specified by an
applicable income tax treaty, subject to certain adjustments.

     Gain on Disposition of the Debentures and Common Stock. Except as described
below and subject to the discussion of backup withholding, you generally will
not be subject to United States federal income tax on gain realized on the sale,
exchange or retirement of a Debenture, including the exchange of a Debenture for
common stock, or the sale or exchange of common stock unless:

     - you are an individual present in the United States for 183 days or more
       in the year of such sale, exchange or retirement and either (A) you have
       a "tax home" in the United States and certain other requirements are met
       or (B) the gain from the disposition is attributable to an office or
       other fixed place of business in the United States;

     - the gain is effectively connected with your conduct of a United States
       trade or business;

     - you are a former United States citizen or resident; or

     - we have been or become a "U.S. real property holding company" and you
       have ever beneficially owned more than 5% of our common stock.

However, in some instances you may be required to establish an exemption from
United States federal income and withholding tax. See "-- Withholding Tax on
Payments of Principal and Original Issue Discount on Debentures."

     U.S. Federal Estate Tax. Debentures held or treated as held by an
individual who is not a citizen or residentdistrict courts of the United States (for federal
estate tax purposes) atwill be the timesole and exclusive forum for any action brought under the Securities Act and the Exchange Act.
Cumulative Voting
Delaware law permits stockholders to cumulate their votes and either cast them for one candidate or distribute them among two or more candidates in the election of hisdirectors only if expressly authorized in a corporation’s certificate of incorporation. The COI does not authorize cumulative voting.
Transfer Agent and Registrar
The transfer agent and registrar for the Common Stock is Computershare Inc.
Registration Rights Agreement
Pursuant to the Plan, on the Effective Date, the Company entered into the Registration Rights Agreement with the RRA Shareholders, who received New Diamond Common Shares under the Plan. The RRA Shareholders exercised their right to require the Company to file a shelf registration statement and on June 22, 2021, the Company filed a registration statement, as subsequently amended, to register the Shares owned by the RRA Shareholders. The Company will generally pay all registration expenses in connection with its obligations under the Registration Rights Agreement, regardless of whether a registration statement is filed or her death will not bebecomes effective. The registration rights granted in the Registration Rights Agreement are subject to federal estate tax, provided that the individual does not actually or
constructively own 10% or morecustomary indemnification and contribution provisions, as well as customary restrictions such as blackout periods.
The foregoing description of the total voting powerRegistration Rights Agreement is not complete and is qualified in its entirety by reference to the Registration Rights Agreement, which is filed as Exhibit 4.4 to the registration statement of all of our voting
stockwhich this prospectus is a part and incomeis incorporated herein by reference.
Trading Market and Ticker Symbol
Our Common Stock is listed on the Debentures was not effectively connected with your
conduct of a trade or business inNew York Stock Exchange under the United States. Common stock owned or
treatedsymbol “DO.”
PLAN OF DISTRIBUTION
The selling stockholders intend to distribute the Shares pursuant to this prospectus only as owned by an individual who is not a citizen or resident of the United
States for federal estate tax purposes will be included infollows: such individual's
estate for federal estate tax purposes unless an applicable tax treaty otherwise
applies.

BACKUP WITHHOLDING AND INFORMATION REPORTING

     U.S. Holders. Payments of interest or dividends made by us on, or the
proceeds of the sale or other disposition of, the Debentures or common stockShares may be subjectsold from time to information reporting and United States federal backup withholding
tax attime directly by the rate of 31% if the recipient of such payment fails to supply an
accurate taxpayer identification numberselling stockholders or otherwise fails to comply with
applicable United States information reporting or certification requirements.
Any amount withheld from a payment to a U.S. holder under the backup withholding
rules is allowable as a credit against the holder's federal income tax, provided
that the required information is furnished to the IRS.

     Non-U.S. Holders. We must report annually to the IRS and to each non-U.S.
holder any interest or dividends that is subject to withholding, or that is
exempt from U.S. withholding tax pursuant to a tax treaty, or interest that is
exempt from U.S. tax under the portfolio interest exception. Copies of these
information returns may also be made available under the provisions of a
specific treaty or agreement to the tax authorities of the country in which the
non-U.S. holder resides.

                                       31
   35

     U.S. Treasury regulations provide that backup withholding and information
reporting will not apply to payments of principal on the Debentures we will make
to a non-U.S. holder, if the holder certifies as to his non-U.S. status under
penalties of perjury or otherwise establishes an exemption, provided that
neither we nor the holder's paying agent has actual knowledge that the holder is
a U.S. person or that the conditions of any other exemption are not, in fact,
satisfied.

     The payment of the proceeds from the disposition of Debentures or common
stock to oralternatively through the United States office of any broker, U.S. or foreign,
will be subject to information reporting and possible backup withholding unless
the owner certifies to its non-U.S. status under penalties of perjury or
otherwise establishes an exemption, provided that the broker does not have
actual knowledge that the holder is a U.S. person or that the conditions of any
other exemption are not, in fact, satisfied. The payment of the proceeds from
the disposition of Debentures or common stock to or through a non-U.S. office of
a non-U.S. broker that is not a U.S. related person will not be subject to
information reporting or back-up withholding. For this purpose, a "U.S. related
person" is a person who maintains one or more enumerated relationships with the
United States. In the case of the payment of proceeds from the disposition of
Debentures or common stock to or through a non-U.S. office of a broker that is
either a U.S. person or a U.S. related person, the Treasury Regulations require
information reporting on the payment unless the broker has documentary evidence
in its files that the owner is a non-U.S. holder and the broker has no knowledge
to the contrary. Backup withholding will not apply to payments made through
foreign offices of a broker that is not a U.S. person or a U.S. related person,
absent actual knowledge that the payee is a U.S. person.

     Any amounts withheld under the backup withholding rules from a payment to a
non-U.S. holder will be allowed as a refund or as a credit against the holder's
federal income tax liability, provided that the requisite procedures are
followed.

                              PLAN OF DISTRIBUTION

     The selling securityholders and their successors, which includes their
transferees, pledgees or donees or their successors, may sell the Debentures and
the underlying common stock directly to purchasers or through underwriters, broker-dealers or agents. Underwriters,If the Shares are sold through broker-dealers or agents, may receive
compensation in the form of discounts, concessions or commissions from the selling securityholdersstockholders shall be responsible for discounts or the purchasers. These discounts, concessions or
commissions may be in excess of those customary in the types of transactions
involved.

     The Debentures and the underlying common stockcommissions. Such Shares may be sold in one or more transactions at fixed prices:

     -prices, at prevailing market prices at the time of sale;

     - at prices related to such prevailing market prices;

     -sale, at varying prices determined at the time of sale;sale or

     - at negotiated prices. Such sales may be effected in transactions in the following manner:

     -(which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Debentures or the common stockShares may be listed or quoted at the time of sale;

     -sale, (ii) in the over-the-counter-market;

     -over-the-counter market, or (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market;

     - throughmarket, as applicable. In no event will such method(s) of distribution take the writingform of options, whether such options are listed on an options exchange or otherwise; or

     - through the settlement of short sales.
                                       32
   36

Selling securityholders may enter into hedging transactions with broker-dealers
or other financial institutions which may in turn engage in short salesunderwritten offering of the Debentures or the underlying common stock and deliver these securities to close
out such short positions, or loan or pledge the debentures or the common stock
into which the Debentures are convertible to broker-dealers that in turn may
sell these securities.

     Shares.
The aggregate proceeds to the selling securityholdersstockholders from the sale of the
Debentures or underlying common stockShares offered by them will be the purchase price of the DebenturesShares less discounts or common stock less any discounts and commissions. A selling
securityholder reserves the right to accept and, together with their agents, to
reject, any proposed purchase of Debentures or common stock to be made directly
or through agents.commissions, if any. We will not receive any of the proceeds from this offering.

     Our outstanding common stock is listed for trading on The New York Stock
Exchange. We do not intend to list
To the Debentures for trading on any national
securities exchange or on Nasdaq. We cannot guarantee that any trading market
will develop for the Debentures.

     The Debentures and underlying common stockextent required, this prospectus may be sold in some states only
through registered amended and/or licensed brokers or dealers. In addition, in some states
the Debentures and underlying common stock may not be sold unless they have been
registered or qualified for sale or an exemptionsupplemented from registration.time to time to describe a specific plan of distribution. The selling securityholdersstockholders also may resell all or a portion of the Shares in open market transactions in reliance upon Rule 144 under the Securities Act, provided that they meet the criteria and conform to the requirements of that rule.
The selling stockholders and any underwriters, broker-dealers or agents that participate in the sale of the Debentures and common stock into which the
Debentures are convertibleShares or interests therein may be "underwriters"deemed to be “underwriters” within the meaning of Section
2(11) of the Securities Act. AnyAct, and any discounts, commissions, concessions or profit they earn on any resale of the sharesShares may be underwriting discounts and commissions under the Securities Act. Selling securityholdersstockholders who are "underwriters"“underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act. The
selling securityholders have acknowledged that they understand their obligations
to comply with
To the provisions of the Exchange Act and the rules thereunder
relating to stock manipulation, particularly Regulation M, and have agreed that
they will not engage in any transaction in violation of such provisions.

     In addition, any securities covered by this prospectus which qualify for
sale pursuant to Rule 144 or Rule 144A under the Securities Act may be sold
under Rule 144 or Rule 144A rather than pursuant to this prospectus. A selling
securityholder may not sell any Debentures or common stock described in this
prospectus and may not transfer, devise or gift such securities by other means
not described in this prospectus.

     Ifextent required, the specific Debentures or common stockShares to be sold, the names of the selling securityholders,stockholders, the respective purchase prices and public offering prices, the names of any agent,agents or dealer, or underwriter, and any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.
The selling stockholders and other persons participating in the sale or distribution of the Shares will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M. This regulation may limit the timing of purchases and sales of any of the Shares by the selling stockholders and any other person. The anti-manipulation rules under the Exchange Act may apply to sales of Shares in the market and to the activities of the selling stockholders and their affiliates. Furthermore, to the extent applicable, Regulation M may restrict the ability of any person engaged in the distribution of the Shares to engage in market-making activities with respect to the particular Shares. These restrictions may affect the marketability of the Shares and the ability of any person or entity to engage in market-making activities with respect to the Shares.
We agreed to register the Shares under the Securities Act and to keep the registration statement of which this prospectus is a part.

                                 part effective for a specified period of time. We have also agreed to indemnify the selling stockholders against specified liabilities, including liabilities under the Securities Act and state securities laws, relating to the registration of the Shares offered by this prospectus. We cannot assure you that the selling stockholders will sell all or any portion of the Shares offered hereby.
LEGAL MATTERS
The validity of the Debentures and the shares of common stock issuable upon
conversion of the DebenturesShares offered by this prospectus will be passed upon for us by Weil, Gotshal &
MangesDuane Morris LLP, Houston, Texas.

                              INDEPENDENT AUDITORS

     
EXPERTS
The consolidated financial statements of Diamond Offshore Drilling, Inc. incorporated by reference in this prospectus as of December 31, 1999 and 1998,
and for each of the three years in the period ended December 31, 1999, have been audited by Deloitte & Touche LLP, an independent auditors,registered public accounting firm, as stated in their reportreport. Such financial statements are incorporated by reference in this prospectus.

                                       33
   37

                            [DIAMOND OFFSHORE LOGO]

                                  $805,000,000

                            ZERO COUPON CONVERTIBLE
                                 DEBENTURES DUE
                                  JUNE 6, 2020

                             ---------------------
                                   PROSPECTUS
                             ---------------------

                                               , 2000
   38

                                    reliance upon the report of such firm, given their authority as experts in accounting and auditing.
Diamond Offshore Drilling, Inc.
Common Stock
Prospectus
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

     
Item 14.
Other Expenses of Issuance and Distribution.
The following table sets forth the costsfees and expenses, other than underwriting discounts and commissions (if any), payable by us in connection with the issuance and distributionresale of the securities being registered. All
amounts are estimates exceptregistered hereby.
SEC registration fee
  
$
23,653
 
Printing and engraving expenses
  
 
    
* 
Legal fees and expenses
  
 
    
* 
Accounting fees and expenses
  
 
    
* 
Miscellaneous
  
 
    
* 
  
 
 
 
Total:
  
$
     
* 
  
 
 
 
*
Estimates not presently known.
We will bear all costs, expenses and fees in connection with the SEC registration fee.

of the Shares. The selling stockholders, however, will bear all commissions and discounts, if any, attributable to their sale of the Shares.

SEC registration fee.....................................   $106,175
New York Stock Exchange listing fee......................      1,500
Printing
Item 15.
Indemnification of Directors and engraving...................................    150,000
Legal fees and expenses..................................    300,000
Accounting fees and expenses.............................     35,000
Blue Sky and other fees..................................    119,000
Rating agency and trustee fees...........................    175,000
Miscellaneous expenses...................................     15,000
                                                            --------
          Total..........................................   $901,675
                                                            ========
Officers.


ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     
Section 145 of the DGCL empowers a Delaware General Corporation Law, or the DGCL, provides
that a corporation mayto indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that hesuch person is or was a director, officer, employee or agent of thesuch corporation or is or was serving at the request of thesuch corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, againstenterprise. The indemnity may include expenses (including attorneys'attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by himsuch person in connection with such action, suit or proceeding, if heprovided that such person acted in good faith and in a manner hesuch person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe hissuch person’s conduct was unlawful. Section 145 further provides that aA Delaware corporation similarly may indemnify anydirectors, officers, employees and other agents of such person servingcorporation in any such capacity who was or is a party or is threatened to be
made a party to any threatened, pending or completedan action or suit by or in the right of the corporation to procure a judgment in its favor by reason ofunder the fact that he is or was a director, officer, employee or agent of the corporation
or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred in connection with the defense or settlement of such action
or suit if he acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation andsame conditions, except that no indemnification shallis permitted without judicial approval if the person to be made in respect of any claim, issue or matter as to
which such person shall haveindemnified has been adjudged to be liable to the corporation. Where a director or officer of the corporation unlessis successful on the merits or otherwise in the defense of any action, suit or proceeding referred to above or in defense of any claim, issue or matter therein, the corporation must indemnify such person against the expenses (including attorneys’ fees) which he or she actually and onlyreasonably incurred in connection therewith.
The Company’s COI, a copy of which is filed as Exhibit 4.2 hereto and incorporated herein by reference, contains provisions that provide for the indemnification of directors and officers to the fullest extent authorized or permitted by law, except that the Delaware CourtCompany is not obligated to indemnify any director or officer in connection with a proceeding initiated by such person (other than proceedings to enforce rights to indemnification) unless such proceeding was authorized or consented to by the Company’s Board of Chancery or such other
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of allDirectors.
As permitted by Section 102(b)(7) of the circumstances ofDGCL, the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Delaware Court of Chancery or such other
court shall deem proper.

     Our amended and restated certificate of incorporationCompany’s COI contains a provision that, in substance, provides for indemnification as set forth above.

     As permitted byeliminating the DGCL, our amended and restated certificate of
incorporation contains a provision that, in substance, provides that directors
of our company shall have no personal liability of its directors to our companythe Company or ourits stockholders for monetary damages for breach of fiduciary duty as a director except (1)to the fullest extent permitted by the DGCL, as may be amended from time to time. The COI also provides that, to the fullest extent permitted by law, non-employee directors and their affiliates (other than the Company, any of its subsidiaries or their respective officers or employees) shall not be liable to the Company or its stockholders or to any affiliate of the Company for any breach of any fiduciary duty solely by reason of the director'sfact
II-1
that such non-employee director or affiliate (A) engaged in or possessed interests in other business ventures of any type or description, including those engaged in the same or similar business activities or lines of business in which the Company or any of its subsidiaries now engages or proposes to engage, or (B) competed with the Company or any of its subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other person (other than the Company or any of its subsidiaries). In addition, except to the extent provided otherwise in the COI, to the fullest extent permitted by law, such persons shall not be liable to the Company or its stockholders or to any subsidiary of the Company for breach of any duty (fiduciary, contractual or otherwise) as a stockholder or director of loyaltythe Company by reason of the fact that such person does not present certain corporate opportunities to our company or
our stockholders, (2)the Company.
The Company’s Bylaws, a copy of which is filed as Exhibit 4.3 hereto and incorporated herein by reference, contain provisions that provide for acts or omissions not in good faith or which involve
intentional misconduct or knowing violationthe indemnification of law, (3) under

                                      II-1
   39officers and directors as authorized by Section 174145 of the DGCL, or (4)subject to certain terms and conditions set forth therein.
The Company has entered into indemnification agreements with each of its directors and officers that generally provide for any transaction from which a director derived
an improper personal benefit.

     The Purchase Agreement between us and Credit Suisse First Boston
Corporation, as initial purchaser, provides that the initial purchaser is
obligated, under certain circumstances,Company to indemnify our directors, officers and
controlling persons against certain liabilities, including liabilities under the Securities Act. Reference is madeapplicable indemnitee to the formfullest extent permitted by applicable law (subject to certain limitations) as well as the advancement of Purchase Agreement filed as
Exhibit 10.1all expenses incurred by the director or executive officer in connection with a legal proceeding arising out of their service to our Quarterly Report on Form 10-Q/A (Amendment No. 1) for the quarterly period ended June 30, 2000 filed August 14, 2000.Company, in each case to the extent permitted by applicable law. In addition, we haveas authorized by the Bylaws, the Company has an existing directors and officers liability insurance policy.

ITEM 16. EXHIBITS


        EXHIBIT
         NUMBER                                  DESCRIPTION
        -------                                  -----------

           4.1           -- Indenture, dated as
Item 16.
Exhibits.
(a)
Exhibits.
Exhibit
Number
Description
  2.1
Second Amended Joint Chapter 11 Plan of February 4, 1997, betweenReorganization of Diamond Offshore Drilling, Inc. and The Chase ManhattanIts Debtor Affiliates (incorporated by reference to Exhibit 1 of the Confirmation Order attached as Exhibit 99.1 to our Current Report on Form 8-K filed on April 14, 2021).
  4.1
Indenture, dated as of April  23, 2021, among Diamond Foreign Asset Company, Diamond Finance, LLC, the guarantors party thereto, Wilmington Savings Fund Society, FSB, as trustee, and Wells Fargo Bank, National Association, as Trusteecollateral agent (including the form of Global Note attached thereto) (incorporated by reference to Exhibit 4.1 to Diamond Offshore Drilling, Inc.'sour Current Report on Form 8-K filed February 11, 1997)on April 29, 2021).
  4.2           -- 
Third Amended and Restated Certificate of Incorporation of Diamond Offshore Drilling, Inc. (incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on April 29, 2021).
  4.3
Second Supplemental Indenture,Amended and Restated Bylaws of Diamond Offshore Drilling, Inc. (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed on April 29, 2021).
  4.4
Registration Rights Agreement, dated as of June 6, 2000,April  23, 2021, by and betweenamong Diamond Offshore Drilling, Inc. and The
                            Chase Manhattan Bank, as Trustee, including the form of
                            Debentureholders party thereto (incorporated by reference to Exhibit 4.210.5 to Diamond Offshore Drilling, Inc.'s Quarterlyour Current Report on Form 8-K filed on April 29, 2021).
  5.1
Legal opinion of Form 10-Q/A forDuane Morris LLP as to the quarterly period ended June 30, 2000
                            filed August 14, 2000)
           4.3           -- Formlegality of Debenturethe Shares (previously filed).
23.1*
Consent of Deloitte & Touche LLP.
23.2
Consent of Duane Morris LLP (included in Exhibit 4.2)
           4.4           -- Registration Rights Agreement,5.1).
24.1
Powers of Attorney (previously filed).
24.2*
Power of Attorney of Benjamin C. Duster, IV.
II-2
Exhibit
Number
Description
99.1
Confirmation Order of the United States Bankruptcy Court for the Southern District of Texas, dated June 6, 2000,
                            between Diamond Offshore Drilling, Inc. and Credit Suisse
                            First Boston CorporationApril  8, 2021 (incorporated by reference to Exhibit 10.299.1 to Diamond Offshore Drilling, Inc.'s
                            Quarterlyour Current Report ofon Form 10-Q/A for the quarterly period
                            ended June 30, 20008-K filed Auguston April 14, 2000)
           5.1           -- Opinion of Weil, Gotshal & Manges LLP
          12.1           -- Statement Re Computation of Ratios
          23.1           -- Consent of Deloitte & Touche LLP
          23.2           -- Consent of Weil, Gotshal & Manges LLP (included in
                            Exhibit 5.1)
          24.1           -- Power of Attorney (included on page II-4)
          25.1           -- Statement of Eligibility of Trustee
2021).
107*
Filing Fee Table


ITEM 17. UNDERTAKINGS

     
*
Filed herewith
Item 17.
Undertakings.
(a)     The undersigned Registrantregistrant hereby undertakes:
(1)     To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

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

             (ii) 
(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 Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in 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;

             (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; and
(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 (a)(1)(i), (a)(1)(ii) and (a)(1)(ii)(iii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by II-2
   40

those paragraphs is contained in periodic reports filed with or furnished to the SECCommission by the registrant pursuant to Sectionsection 13 or Sectionsection 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the 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; and
(4)     That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration
II-3
statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(b)     The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant'sregistrant’s annual report pursuant to Sectionsection 13(a) or Sectionsection 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 Securities Exchange Act of 1934) that is incorporated by reference in the 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;

          (5)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 Registrantregistrant pursuant to the foregoing provisions, described
     in Item 14, or otherwise, the Registrantregistrant has been advised that in the opinion of the SECSecurities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrantregistrant of expenses incurred or paid by a director, officer or controlling person of the Registrantregistrant 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 Registrantregistrant will, unless in the opinion 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 Act and will be governed by the final adjudication of such issue; and

          (6) To file an application for the purpose of determining the
     eligibility of the trustee to act under subsection (a) of Section 310 of
     the Trust Indenture Act in accordance with the rules and regulations
     prescribed by the SEC under Section 305(b)(2) of the Act.

                                      II-3
   41

                                   issue.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrantregistrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration
statementRegistration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on August 31, 2000.

                                            DIAMOND OFFSHORE DRILLING, INC.

                                            By:   /s/ LAWRENCE R. DICKERSON
                                              ----------------------------------
                                                    Lawrence R. Dickerson
                                                President and Chief Operating
                                                            Officer

                               POWER OF ATTORNEY

     The undersigned directors and officers of Diamond Offshore Drilling, Inc.
("Diamond Offshore") do hereby constitute and appoint Gary T. Krenek and William
C. Long and each of them, with full power of substitution, our true and lawful
attorneys-in-fact and agents to do any and all acts and things in our name and
behalf in our capacities as directors and officers, and to execute any and all
instruments for us and in our names in the capacities indicated below which such
person may deem necessary or advisable to enable Diamond Offshore to comply with
the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in connection with this
registration statement, including specifically, but not limited to, power and
authority to sign for us, or any of us, in the capacities indicated below and
any and all amendments (including pre-effective and post-effective amendments or
any other registration statement filed pursuant to the provision of Rule 462(b)
under the Act) hereto; and we do hereby ratify and confirm all that such person
or persons shall do or cause to be done by virtue hereof.

     June 2, 2022.
DIAMOND OFFSHORE DRILLING, INC.     
By: 
/s/ Dominic A. Savarino
Dominic A. Savarino
Senior Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statementRegistration Statement has been signed below by the following persons in thetheir respective capacities and on the dates indicated:

indicated.

                        NAME                                        TITLE                    DATE
                        ----                                        -----                    ----

                 /s/ JAMES S. TISCH                    Chairman of the Board and Chief  August 31, 2000
- -----------------------------------------------------    Executive Officer
                   James S. Tisch

              /s/ LAWRENCE R. DICKERSON                
Signature
Title
Date
/s/ Bernie G. Wolford, Jr.
Bernie G. Wolford, Jr.
President, Chief Operating       August 31, 2000
- -----------------------------------------------------Executive Officer and Director Lawrence R. Dickerson

                 /s/ GARY T. KRENEK(Principal Executive Officer)
June 2, 2022
/s/ Dominic A. Savarino
Dominic A. Savarino
Senior Vice President and Chief August 31, 2000
- -----------------------------------------------------    Financial Officer (Principal Gary T. Krenek                        Financial Officer and Principal Accounting Officer)
June 2, 2022
*
Neal P. Goldman
Chairperson of the Board
June 2, 2022
*
Benjamin C. Duster, IV
Director
June 2, 2022
*
John H. Hollowell
Director
June 2, 2022
*
Raj Iyer
Director
June 2, 2022
*
Ane Launy
Director
June 2, 2022
*
Patrick Carey Lowe
Director
June 2, 2022
*
Adam C. Peakes
Director
June 2, 2022
* By:   /s/ ALAN R. BATKIN                    Director                         August 31, 2000
- -----------------------------------------------------
                   Alan R. Batkin

               /s/ HERBERT C. HOFMANN                  Director                         August 31, 2000
- -----------------------------------------------------
                 Herbert C. Hofmann

                /s/ ARTHURDavid L. REBELL                   Director                         August 31, 2000
- -----------------------------------------------------
                  ArthurRoland
           David L. Rebell
Roland
           Attorney-in-Fact


                                      II-4
   42


                        NAME                                        TITLE                    DATE
                        ----                                        -----                    ----

              /s/ MICHAEL H. STEINHARDT                Director                         August 31, 2000
- -----------------------------------------------------
                Michael H. Steinhardt

                /s/ RAYMOND S. TROUBH                  Director                         August 31, 2000
- -----------------------------------------------------
                  Raymond S. Troubh
II-5   43

                               INDEX TO EXHIBITS


        EXHIBIT
         NUMBER                                  DESCRIPTION
        -------                                  -----------

           4.1           -- Indenture, dated as of February 4, 1997, between Diamond
                            Offshore Drilling, Inc. and The Chase Manhattan Bank, as
                            Trustee (incorporated by reference to Exhibit 4.1 to
                            Diamond Offshore Drilling, Inc.'s Current Report on Form
                            8-K filed February 11, 1997)
           4.2           -- Second Supplemental Indenture, dated as of June 6, 2000,
                            by and between Diamond Offshore Drilling, Inc. and The
                            Chase Manhattan Bank, as Trustee, including the form of
                            Debenture (incorporated by reference to Exhibit 4.2 to
                            Diamond Offshore Drilling, Inc.'s Quarterly Report of
                            Form 10-Q/A for the quarterly period ended June 30, 2000
                            filed August 14, 2000)
           4.3           -- Form of Debenture (included in Exhibit 4.2)
           4.4           -- Registration Rights Agreement, dated June 6, 2000,
                            between Diamond Offshore Drilling, Inc. and Credit Suisse
                            First Boston Corporation (incorporated by reference to
                            Exhibit 10.2 to Diamond Offshore Drilling, Inc.'s
                            Quarterly Report of Form 10-Q/A for the quarterly period
                            ended June 30, 2000 filed August 14, 2000)
           5.1           -- Opinion of Weil, Gotshal & Manges LLP
          12.1           -- Statement Re Computation of Ratios
          23.1           -- Consent of Deloitte & Touche LLP
          23.2           -- Consent of Weil, Gotshal & Manges LLP (included in
                            Exhibit 5.1)
          24.1           -- Power of Attorney (included on page II-4)
          25.1           -- Statement of Eligibility of Trustee