UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
August 19, 2005
Mr. William C. Long, Esq.
Vice President, General Counsel and Secretary
Diamond Offshore Drilling, Inc.
15415 Katy Freeway, Suite 100
Houston, TX 77094
Re: Diamond Offshore Drilling, Inc.
Registration Statement on Form S-4
Filed August 5, 2005
File No. 333-127229
Form 10-K for Fiscal Year Ended
December 31, 2004
Filed March 2, 2005
File No. 1-13926
Dear Mr. Long:
We have reviewed your filings and have limited our review to
the
areas relating to the following comment. Where indicated, we
think
you should revise your document(s) in response to this comment.
If
you disagree, we will consider your explanation as to why our
comment
is inapplicable or a revision is unnecessary. Please be as
detailed
as necessary in your explanation. We may ask you to provide us
with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 10-K for Fiscal Year Ended December 31, 2004
Business, page 3
1. We note that on page 3, in the section entitled "The Fleet,"
you
refer to "semisubmersibles" and one that "was located offshore
Korea." (We note also your references to property in Korea on
pages 6
and 10). Please disclose whether you are referring to North or
South
Korea. If you are referring to North Korea, in light of the fact
that North Korea has been identified by the U.S. State Department
as
a state sponsor of terrorism, and is subject to economic sanctions
administered by the U.S. Treasury Department`s Office of Foreign
Assets Control, please describe for us the extent of the Company`s
current and proposed operations in, and/or other contacts with,
North
Korea, and their materiality to the Company. Also give us your
view
as to whether those operations and/or contacts constitute a
material
investment risk for your security holders. In preparing your
response, please consider that evaluations of materiality should
not
be based solely on quantitative factors, but should include
consideration of all factors, including the potential impact of
corporate activities upon a company`s reputation and share value,
that a reasonable investor would deem important in making an
investment decision.
Closing Comments
As appropriate, please amend your registration statements
and
Exchange Act reports in response to this comment. You may wish to
provide us with marked copies of the amendments to expedite our
review. Please furnish a cover letter with your amendments that
keys
your responses to our comments and provides any requested
supplemental information. Detailed cover letters greatly
facilitate
our review. Please understand that we may have additional
comments
after reviewing your amendments and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
Direct questions relating to all disclosure issues to Carrie
Darling, at (202) 551-3724 or, in her absence, to the undersigned
at
(202) 551-3740. Direct all correspondence to us at the following
address: 100 F St., NE, Washington, DC 20549, Mail Stop 7010.
Sincerely,
H. Roger Schwall
Assistant Director
cc: Shelton Vaughan, Esq. (713) 402-3901
Carrie Darling
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Mr. William C. Long, Esq.
Diamond Offshore Drilling, Inc.
August 19, 2005
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