NEWS    NOBLE DRILLING CORPORATION                         [NOBLE DRILLING LOGO]
        13135 SOUTH DAIRY ASHFORD, SUITE 800
        SUGAR LAND, TX  77478
        PHONE: 281-276-6100  FAX: 281-491-2092
--------------------------------------------------------------------------------

          NOBLE DRILLING CORPORATION APPROVES CORPORATE RESTRUCTURING

         SUGAR LAND, Texas, January 31, 2002 - Noble Drilling Corporation
("Noble Drilling" or the "Company") announced today that its board of directors
has unanimously approved a corporate restructuring, subject to stockholder
approval, that will effectively result in Noble Drilling changing its domicile
from Delaware to the Cayman Islands. Noble Corporation, the name of a Cayman
Islands company that will be formed shortly as a subsidiary of Noble Drilling,
will become the parent holding company of Noble Drilling and the other companies
in the Noble corporate group. After completion of the restructuring, Noble
Corporation and the Noble corporate group will continue to conduct the
businesses now conducted by the Noble corporate group. The restructuring will be
presented to stockholders of the Company for their approval at the 2002 annual
meeting of stockholders of Noble Drilling.

         James C. Day, Chairman and Chief Executive Officer of Noble Drilling,
stated, "The corporate restructuring has been under consideration by management
and the Board of Directors for a period of time. Given the Company's significant
exposure to the international markets, this new structure will provide greater
flexibility both operationally and financially. Further, once implemented,
the restructuring will assure Noble remains competitive in the sector and it
should be completed during the second quarter of 2002. It is important that
stockholders consult their tax advisors regarding their particular situation
since the restructuring will have tax implications for all of us."

         In the restructuring, each outstanding share of Noble Drilling common
stock will automatically be converted into one Noble Corporation ordinary share.
The Company amended its stockholder rights plan so that each outstanding right
issued under the plan will expire immediately prior to the restructuring. Each
right will be replaced in the restructuring with an identical right to be issued
under a Noble Corporation rights plan. The Noble Corporation



ordinary shares will be listed and traded on the New York Stock Exchange under
the symbol "NE," the same symbol under which Noble Drilling's common stock is
currently listed.

         For U.S. federal income tax purposes, stockholders of Noble Drilling
who are U.S. persons will generally be required to recognize gain, if any, but
will not be able to recognize any loss, on the exchange of shares of Noble
Drilling for shares of Noble Corporation in the restructuring.

         The proposed restructuring is subject to certain conditions to closing,
including approval by the holders of a majority of the outstanding shares of
Noble Drilling common stock. Noble Drilling expects to complete the
restructuring as soon as practicable following approval of the restructuring by
stockholders of Noble Drilling at the 2002 annual meeting of stockholders, to
be held on Thursday, April 25, 2002. The board of directors has set the close
of business on Thursday, March 7, 2002, as the record date for determination
of stockholders entitled to vote at the annual meeting.

         Stockholders of record as of the record date will be mailed a proxy
statement/prospectus as soon as practicable after the record date. The proxy
statement/prospectus will be a part of a registration statement on Form S-4 and
will describe the restructuring, as well as the other matters to be considered
at the annual meeting. The registration statement will be filed by Noble
Corporation with the U.S. Securities and Exchange Commission ("SEC"). THE PROXY



STATEMENT/PROSPECTUS, AND THE REGISTRATION STATEMENT OF WHICH IT IS A PART, WILL
CONTAIN IMPORTANT INFORMATION THAT STOCKHOLDERS SHOULD READ CAREFULLY BEFORE
MAKING A DECISION ABOUT WHETHER OR NOT TO APPROVE THE RESTRUCTURING. Noble
Corporation's registration statement, including the proxy statement/prospectus
relating to the 2002 annual meeting, when available, and other relevant
documents may be obtained at no cost by visiting the SEC's website at
www.sec.gov or Noble Drilling's website at www.noblecorp.com.

         Members of management of Noble Drilling will discuss the corporate
restructuring in greater detail, along with the Company's fourth quarter and
full year 2001 earnings, during the Company's previously announced fourth
quarter and full year 2001 earnings conference call to be held on Friday,
February 1, 2002, at 10:00 a.m., Central Time. Individuals wishing to access the
conference call by telephone should dial (212) 896-6011 approximately five to
ten minutes prior to the start time. The access code is 20238259. A replay of
the conference call will be available on Friday, February 1, 2002, from 12:00
p.m. - 5:00 p.m., Central Time, and Monday, February 4, 2002, from 8:00 a.m. -
5:00 p.m., Central Time. The phone number for the conference call replay is
(800) 633-8284 or internationally (858) 812-6440. The access code is the same.
The Company will provide a live webcast of the conference call via its website
at www.noblecorp.com. To listen to the call, visit the "Investor Info" area of
the Company's website, click on "Live Webcast" and follow the instructions
provided. Persons interested in listening to the live webcast of the call should
go to the Company's website prior to the scheduled broadcast time in order to
download, install and register any audio software that may be required in order
to access the webcast. All individuals listening to the conference call or the
replay are reminded that all conference call material is copyrighted by the
Company and cannot be recorded or rebroadcast without the Company's express
written consent.

         This announcement does not constitute an offer of any securities for
sale, or an offer or an invitation to purchase any securities. Noble Drilling
and its executive officers and directors may be deemed to be participants in the
solicitation of proxies from the stockholders of the Company in favor of the
restructuring. Information about the executive officers and directors and their
ownership of common stock of the Company is contained in the proxy statement for
the 2001 Annual Meeting of Stockholders of Noble Drilling, which was filed with
the SEC on




March 23, 2001, and will be included in the proxy statement/prospectus relating
to the 2002 annual meeting and the restructuring, which will be filed with the
SEC.

         Noble Drilling is a leading provider of diversified services for the
oil and gas industry. Contract drilling services are performed with the
Company's fleet of 49 offshore drilling units located in key markets worldwide.
The Company's fleet of floating deepwater units consists of nine
semisubmersibles and three dynamically positioned drillships, seven of which are
designed to operate in water depths greater than 5,000 feet. The Company's
premium fleet of 34 independent leg, cantilever jackup rigs includes 21 units
that operate in water depths of 300 feet and greater, four of which operate in
water depths of 360 feet and greater, and 11 units that operate in water depths
up to 250 feet. In addition, the Company's fleet includes three submersible
units. Nine of the Company's units are capable of operating in harsh
environments. Over 60 percent of the fleet is currently deployed in
international markets, principally including the North Sea, Brazil, West Africa,
the Middle East, India and Mexico. The Company also provides labor contract
drilling services, well site and project management services, and engineering
services.

         This news release may contain "forward-looking statements" about the
business, financial performance and prospects of the Company. Statements about
the Company's or management's plans, intentions, expectations, beliefs,
estimates, predictions, or similar expressions for the future are
forward-looking statements. No assurance can be given that the outcomes of these
forward-looking statements will be realized, and actual results could differ
materially from those expressed as a result of various factors. A discussion of
these factors, including risks and uncertainties, is set forth from time to time
in the Company's filings with the SEC.

         Additional information on Noble Drilling is available via the world
wide web at http://www.noblecorp.com.

                                      # # #

For additional information, contact:
John T. Rynd, Vice President - Investor Relations, Noble Drilling Services Inc.
Noble Drilling Corporation, 281-276-6100