UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Diamond Offshore Drilling, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware		1-13926		76-0321760
(State or Other Jurisdiction		(Commission File Number)		(IRS Employer
of Incorporation)				Identification No.)

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (281) 492-5300

(Former name or former address, if changed since last report)

     Check the appropriate line below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 1.01. Entry into a Material Definitive Agreement

     On October 5, 2009, Diamond Offshore Drilling, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Goldman, Sachs & Co. and J.P. Morgan Securities Inc., as representatives of the several underwriters named therein, in connection with the offer and sale of $500 million aggregate principal amount of the Company’s 5.70% Senior Notes due October 15, 2039 (the “Notes”). The Underwriting Agreement includes the terms and conditions of the offer and sale of the Notes, indemnification and contribution obligations and other terms and conditions customary in agreements of this type. The Notes are being offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-157865), the prospectus forming a part of which was supplemented by the Company’s prospectus supplement dated October 5, 2009.

     This description of the Underwriting Agreement is qualified in its entirety by the terms of the Underwriting Agreement, which is incorporated herein by reference and attached to this report as Exhibit 1.1.

Item 9.01. Financial Statements and Exhibits

     (d) Exhibits.

Exhibit number		Description
1.1		Underwriting Agreement, dated as of October 5, 2009, among Goldman, Sachs & Co. and J.P. Morgan Securities Inc., as representatives of the several underwriters named therein, and Diamond Offshore Drilling, Inc.
5.1		Opinion of Duane Morris LLP
23.1		Consent of Duane Morris LLP (included as part of Exhibit 5.1)

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 7, 2009