Filed by:  Nabors Industries Ltd.
                           Pursuant to Rule 425 under the Securities Act of 1933
                           and deemed filed pursuant to Rule 14a-12 under the
                           Securities Exchange Act of 1934

                           Subject Company:  Nabors Industries, Inc.
                           Commission File No. 1-09245

On January 2, 2002, Nabors Industries, Inc. issued the following press release:

[Nabors Logo]

Nabors Industries Inc.
515 West Greens Road
Houston, Texas 77067-4529
281-874-0035

             NABORS ANNOUNCES PLAN FOR CHANGE IN CORPORATE STRUCTURE
             -------------------------------------------------------
            Proposed Structure Should Facilitate Growth Opportunities
                          and International Expansion

HOUSTON, TEXAS, JANUARY 2, 2002, NABORS INDUSTRIES INC. (AMEX: NBR) today
announced that its Board of Directors has unanimously approved a plan to
reorganize the Company and effectively change its place of incorporation from
Delaware to Bermuda. Under the plan, Nabors Industries Ltd., a newly-formed
Bermuda entity, will become the parent holding company of Nabors Industries,
Inc. The reorganization is subject to the approval of the holders of a majority
of Nabors' outstanding shares.

Gene Isenberg, Nabors' Chairman and Chief Executive Officer commented on the
plan of reorganization: "International operations are an increasingly important
part of our business. In the future, we believe that the international
marketplace will account for a greater percentage of our total revenues and
demand for our services. Expansion of our international activities to meet and
capitalize on this demand is an important part of our business strategy. The
plan of reorganization should allow Nabors to compete more effectively worldwide
because it should result in greater operational flexibility, greater access to
international capital markets, increased competitiveness regarding international
acquisition opportunities and improve our global tax position and cash
management. We expect that each of these benefits will generate increased value
and returns for our stockholders."

"We anticipate the reorganization will be complete by the end of the first
quarter of 2002 and should have no material impact on our employees, suppliers
and customers worldwide."

The plan approved by the Board provides that, upon completion of the
reorganization, each share of Nabors Industries, Inc. common stock will
automatically convert into the right to receive one common share of Nabors
Industries Ltd. The new shares will have substantially the same attributes as a
share of Nabors Industries, Inc. common stock, with material differences to be
described in more detail in the final proxy statement/prospectus discussed
below. Generally, for U.S. federal income tax purposes, Nabors' stockholders who
are U.S. persons will recognize gain, if any, but not loss, on the exchange of
shares of Nabors Industries, Inc. common stock for Nabors Industries Ltd. common
shares in the reorganization; if gain is recognized, a new holding period will
commence on the date of the merger. Nabors Industries Ltd.'s common shares will
trade on the American Stock Exchange under the symbol "NBR," the same symbol
under which the Company's common stock currently trades.



A special meeting of stockholders of Nabors Industries, Inc. will be called
shortly to vote on the proposed transaction. Notice of the special meeting and a
proxy statement/prospectus describing the reorganization will be mailed to
Nabors stockholders on the record date selected by Nabors' board of directors. A
registration statement for Nabors Industries Ltd. and the proposed proxy
statement/prospectus has been filed with the Securities and Exchange Commission
and is available for free at the SEC's website, www.sec.gov. When finalized,
these documents will be available at no charge at the SEC's website and at
Nabors Industries, Inc.'s website, www.nabors.com.

This announcement does not constitute an offer of any securities for sale, or an
offer or an invitation to purchase any securities. AS SOON AS THE REGISTRATION
STATEMENT AND THE RELATED PROXY STATEMENT/PROSPECTUS ARE FINALIZED, INVESTORS
SHOULD READ THESE DOCUMENTS BEFORE MAKING A DECISION CONCERNING THE TRANSACTION.
These documents will contain important information that investors should
consider.

Nabors Industries, Inc., and its respective executive officers and directors may
be deemed to be participants in the solicitation of proxies from the
stockholders of Nabors in favor of the reorganization. Information about the
executive officers and directors of Nabors and their ownership of Nabors common
stock is set forth in the proxy statement for Nabors' 2001 Annual Meeting of
Stockholders, which was filed with the SEC on April 30, 2001. Investors and
security holders may obtain more detailed information regarding the direct and
indirect interests of Nabors Industries, Inc. and its executive officers and
directors in the reorganization by reading the proxy statement/prospectus
regarding the reorganization once it is finalized.

The Nabors companies own and operate over 500 land drilling and 740 land
workover and well-servicing rigs worldwide. Offshore, Nabors operates 44
platform, 15 jack-ups, and three barge rigs in the domestic and international
markets. Nabors also operates 30 marine transportation and support vessels in
the Gulf of Mexico. In addition, Nabors manufactures top drives and drilling
instrumentation systems and provides comprehensive oilfield hauling,
engineering, civil construction, logistics and facilities maintenance, and
project management services. Nabors participates in most of the significant oil,
gas and geothermal markets in the world.

Statements in this news release are forward-looking under the Private Securities
Litigation Reform Act of 1995. These statements are subject to various risks and
uncertainties, such as domestic and international economic and regulatory
conditions, changes in tax and other laws affecting our business and the level
of market demand for Nabors' services, which could cause actual results to
differ materially from those anticipated in the forward-looking statements.
Additional information regarding these factors and other notes and uncertainties
affecting Nabors' business are discussed in the registration statement filed
with the SEC and in other SEC filings of the Nabors Industries, Inc.

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Nabors Industries, Inc. stock is listed on the American Stock Exchange (NBR).
For further information, please contact Dennis A. Smith, Director of Corporate
Development at (281) 775-8038. To request Investor Materials, call Angela
Ridgell at (281) 775-8063.