EXHIBIT 10.6



                               SECOND AMENDMENT TO
                              EMPLOYMENT AGREEMENT

         This Amendment, dated as of July 17, 2002, by and among Nabors
Industries, Inc. ("Nabors Delaware"), Nabors Industries Ltd. ("Nabors Bermuda")
and Richard A. Stratton (the "Employee" and, collectively with Nabors Delaware
and Nabors Bermuda, the "Parties").

         WHEREAS, Nabors Delaware and the Employee entered into an Employment
Agreement effective as of October 1, 1996, as amended on June 24, 2002 to
include Nabors Bermuda as a party, among other things (as so amended, the
"Employment Agreement");

         WHEREAS, it is anticipated that the Employee will be allocating a small
portion of his time to the business of Nabors Bermuda and will continue to
allocate the bulk of his time to his duties with respect to Nabors Delaware and
its subsidiaries; and

         WHEREAS, the parties desire to clarify the portion of the Employee's
remuneration that will be paid by Nabors Bermuda and Nabors Delaware,
respectively, and to address certain other matters;

         NOW, THEREFORE, in consideration of the foregoing, subject to the
consummation of the Inversion, the Employment Agreement is amended as follows:

         1. Section 3(a) of the Employment Agreement is hereby amended in its
entirety to read as follows:

         "(a)     Base Salary. The Corporation shall pay the Employee a base
                  salary at the annual rate of $247,000. The Base Salary is
                  payable in accordance with the regular payroll practices of
                  the Corporation subject to review by the Board of Directors or
                  its Compensation Committee annually."

         2. For services in his capacity as a director of Nabors Bermuda,
Employee shall be compensated directly by Nabors Bermuda on the same terms as
the outside directors of Nabors Bermuda, as the Board of Directors of Nabors
Bermuda shall from time to time establish.

         3. The amounts payable under the Employment Agreement shall be for all
services rendered by Employee to Nabors Bermuda in his capacity as an officer
only and to Nabors Delaware in all capacities. Nabors Bermuda and Nabors
Delaware shall be responsible for allocating between themselves the compensation
payable hereunder to Employee.

         4. As amended hereby, the Employment Agreement remains in full force
and effect on the date hereof.

         5. The Parties further agree that this Amendment may be executed in
several counterparts, each of which shall be deemed an original but which
together shall constitute one and the same instrument.






         IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first above written.

                     NABORS INDUSTRIES, INC.


                     By:      /s/ Anthony G. Petrello
                              --------------------------------------------
                              Anthony G. Petrello
                              President


                     NABORS INDUSTRIES LTD.


                     By:      /s/ Jack Wexler
                              --------------------------------------------
                              Jack Wexler
                              Chairman, Compensation Committee


                     RICHARD A. STRATTON


                     /s/ Richard A. Stratton
                     -----------------------------------------------------