Obligation Diamond Offshore Drilling 5.875% ( US25271CAK80 ) en USD

Diamond Offshore Drilling

100 % ▲

Etas-Unis

US25271CAK80 ( en USD )

5.875% par an ( paiement semestriel )

01/05/2019 - Obligation échue

Prospectus brochure de l'obligation Diamond Offshore Drilling US25271CAK80 en USD 5.875%, échue

1 000 USD

500 000 000 USD

25271CAK8

BB- ( Spéculatif )

Ba3 ( Spéculatif )

L'Obligation émise par Diamond Offshore Drilling ( Etas-Unis ) , en USD, avec le code ISIN US25271CAK80, paye un coupon de 5.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/05/2019

L'Obligation émise par Diamond Offshore Drilling ( Etas-Unis ) , en USD, avec le code ISIN US25271CAK80, a été notée Ba3 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par Diamond Offshore Drilling ( Etas-Unis ) , en USD, avec le code ISIN US25271CAK80, a été notée BB- ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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424B2 1 h66591fe424b2.htm PROSPECTUS SUPPLEMENT
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CALCULATION OF REGISTRATION FEE

Proposed Maximum

Amount of
Title of Each Class of Securities to be Registered
Aggregate Offering Price
Registration Fee
5.875% Senior Notes due 2019

$500,000,000

$27,900

Filed Pursuant to Rule 424(b)(2)
Registration No. 333-157865
Prospectus Supplement
To Prospectus dated March 11, 2009

Diamond Offshore Drilling, Inc.

$500,000,000 5.875% Senior Notes due 2019
Issue price: 99.851%
Interest payable May 1 and November 1

We are offering $500,000,000 aggregate principal amount of 5.875% Senior Notes due 2019, which
we refer to as the Notes. The Notes will mature on May 1, 2019.

We will pay interest on the Notes semi-annually on May 1 and November 1 of each year. The first
such payment will be made on November 1, 2009. We may redeem all or a portion of the Notes at any
time at the redemption prices set forth in this prospectus supplement.

The Notes will be unsecured and will rank equally with all our other existing and future unsecured
and unsubordinated indebtedness.

The Notes will not be listed on any securities exchange. Currently, there is no public market for the
Notes.

Investing in the Notes involves risks. See "Risk Factors" beginning on page S-8 and the
information incorporated by reference in this prospectus supplement for a discussion of important
factors you should consider carefully before deciding to purchase the Notes.

The offering price set forth above does not include accrued interest, if any. Interest on the Notes will
accrue from May 4, 2009 to the date of delivery.

Price to
Underwriting Discounts Proceeds, before

Public

and Commission
expenses, to Company

Per Note

99.851 %
0.650 %
99.201 %
Total
$ 499,255,000 $
3,250,000 $
496,005,000

Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of the Notes or determined if this prospectus supplement or the
accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal
offense.

The underwriters expect to deliver the Notes to purchasers through the book-entry delivery system
of The Depository Trust Company and its participants on or about May 4, 2009.

Joint Book-Running Managers

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Goldman, Sachs & Co.
J.P. Morgan

Co-Managers
Comerica Securities

Fortis Securities LLC

HSBC

Mitsubishi UFJ Securities

Mizuho Securities USA Inc.

UniCredit Capital Markets

Wachovia Securities

The date of this Prospectus Supplement is April 29, 2009
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You should read this prospectus supplement along with the accompanying prospectus
carefully before you invest in the Notes. These documents contain or incorporate by reference
important information you should consider before making your investment decision. This
prospectus supplement contains specific information about the Notes being offered and the
accompanying prospectus contains a general description of the Notes. This prospectus
supplement may add, update or change information in the accompanying prospectus. You
should rely only on the information provided or incorporated by reference in this prospectus
supplement and the accompanying prospectus. We have not, and the underwriters have not,
authorized anyone else to provide you with any different or additional information. You should
not assume that the information contained in this prospectus supplement and the accompanying
prospectus, as well as the information incorporated by reference, is accurate as of any date other
than the date on the front cover of this prospectus supplement, or the date of such incorporated
information.

TABLE OF CONTENTS

Prospectus Supplement

Page

About this Prospectus Supplement
S-2
Where You Can Find More information
S-2
Special Note Regarding Forward-Looking Statements
S-3
Summary
S-6
Risk Factors
S-8
Use of Proceeds
S-10
Ratio of Earnings to Fixed Charges
S-10
Capitalization
S-10
Selected Consolidated Financial Data
S-11
Description of the Notes
S-12
Certain United States Federal Tax Consequences
S-21
Underwriting
S-24
Legal Matters
S-26
Experts
S-26

Prospectus

Page

About This Prospectus
1
About Diamond Offshore
1
Where You Can Find More Information
1
Use of Proceeds
2
Ratio of Earnings to Fixed Charges
2
Description of Debt Securities
2
Description of Capital Stock
11
Description of Warrants
15
Description of Subscription Rights
16
Description of Stock Purchase Contracts and Stock Purchase Units
16
Plan of Distribution
17
Legal Matters
20
Experts
20

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ABOUT THIS PROSPECTUS SUPPLEMENT

This document consists of two parts. The first part is this prospectus supplement, which describes
the specific terms of the Notes we are offering and certain other matters relating to our business. The
second part, the accompanying base prospectus, gives more general information, some of which does
not apply to this series of Notes we are offering. Generally, when we refer to this prospectus, we are
referring to both parts of this document combined, including the information incorporated by reference
in the prospectus. If the description of the Notes in the prospectus supplement differs from the
description in the base prospectus, the description in the prospectus supplement supersedes the
description in the base prospectus and you should rely on the information in this prospectus
supplement.

Before purchasing any Notes, you should carefully read both this prospectus supplement and the
accompanying prospectus, together with the additional information described under the heading
"Where You Can Find More Information."

This prospectus supplement and the accompanying prospectus do not constitute an offer to sell,
or the solicitation of an offer to buy, any securities other than the registered securities to which they
relate, nor do this prospectus supplement and the accompanying prospectus constitute an offer to sell
or a solicitation of an offer to buy these securities in any jurisdiction to any person to whom it is
unlawful to make such offer or solicitation in such jurisdiction.

In this prospectus supplement and the accompanying prospectus, unless otherwise specified or
the context otherwise requires, references to "dollars" and "$" are to U.S. dollars. Unless otherwise
specified or the context otherwise requires, when used in this prospectus supplement, the terms
"Diamond Offshore", "we", "our company", "our" and "us" refer to Diamond Offshore Drilling, Inc.,
a Delaware corporation, and its consolidated subsidiaries.

This prospectus supplement and the accompanying prospectus are based on information provided
by us and by other sources that we believe are reliable. We cannot assure you that this information is
accurate or complete. This prospectus supplement and the accompanying prospectus summarize
certain documents and other information and we refer you to them for a more complete understanding
of what we discuss in this prospectus supplement and the accompanying prospectus. In making an
investment decision, you must rely on your own examination of our company and the terms of the
offering and the Notes, including the merits and risks involved.

We are not making any representation to any purchaser of the Notes regarding the legality of an
investment in the Notes by such purchaser under any legal investment or similar laws or regulations.
You should not consider any information in this prospectus supplement or the accompanying
prospectus to be legal, business or tax advice. You should consult your own attorney, business advisor
and tax advisor for legal, business and tax advice regarding an investment in the Notes.

Where You Can Find More Information

We have filed with the Securities and Exchange Commission, or the "Commission," a
registration statement under the Securities Act of 1933, as amended, or the "Securities Act," that
registers the distribution of the Notes. The registration statement, including the attached exhibits,
contains additional relevant information about us and the securities we may offer. The rules and
regulations of the Commission allow us to omit certain information included in the registration
statement from this prospectus supplement and the accompanying prospectus.

We file annual, quarterly and current reports, proxy statements and other information with the
Commission. You may read and copy any reports or other information that we file with the
Commission at the Commission's Public Reference Room located at 100 F Street, N.E., Washington
D.C. 20549. You may also receive copies of these documents upon payment of a duplicating fee, by
writing to the Commission's Public Reference Room. Please call the Commission at 1-800-SEC-0330
for further information on the Public Reference Room in Washington D.C. and other locations. Our
filings with the Commission are also available to the public from commercial document retrieval
services, at our website (www.diamondoffshore.com) and at
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the Commission's website (www.sec.gov). Information on our website is not incorporated into this
prospectus or our other filings with the Commission and is not a part of this prospectus or those
filings.

The Commission allows us to "incorporate by reference" the information that we file with it into
this prospectus supplement and the accompanying prospectus. This means that we can disclose
important information to you by referring you to other documents filed separately with the
Commission, including our annual, quarterly and current reports. The information incorporated by
reference is considered to be a part of this prospectus supplement and the accompanying prospectus,
except for any information that is modified or superseded by information contained in this document
or any other subsequently filed document that is incorporated by reference into this prospectus. The
information incorporated by reference is an important part of this prospectus supplement and the
accompanying prospectus. All documents filed (but not those or portions thereof that are furnished) by
us with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, as amended, or the "Exchange Act," between the date of this prospectus supplement and the
termination or completion of the offering of the Notes will be incorporated by reference into this
prospectus and will automatically update and supersede the information in this prospectus supplement,
the accompanying prospectus and any previously filed document that is incorporated by reference into
this prospectus.

The following documents have been filed by us with the Commission (File No. 1-13926) and are
incorporated by reference into this prospectus:

· Our annual report on Form 10-K for the fiscal year ended December 31, 2008;

· Our proxy statement on Schedule 14A filed March 31, 2009; and

· Our quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2009.

You can obtain any of the documents incorporated herein by reference from us without charge
(other than exhibits unless such exhibits are specifically incorporated by reference in this prospectus
supplement). You may request a copy of these filings by writing or telephoning us at the following
address or telephone number:

Diamond Offshore Drilling, Inc.
15415 Katy Freeway, Suite 100
Houston, Texas 77094
Attention: Investor Relations
Telephone: (281) 492-5300

Special Note Regarding Forward-Looking Statements

All public statements made by us that are not statements of historical fact, including certain
statements made or incorporated by reference in this prospectus supplement or the accompanying
prospectus are, or may be deemed to be, forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements
include, without limitation, any statement that may project, indicate or imply future results, events,
performance or achievements, and may contain or be identified by the words "expect", "intend",
"plan", "predict", "anticipate", "estimate", "believe", "should", "could", "may", "might", "will", "will
be", "will continue", "will likely result", "project", "forecast", "budget" and similar expressions.
Statements that contain forward-looking statements include, but are not limited to, information
concerning our possible or assumed future results of operations and statements about the following
subjects:

· future market conditions and the effect of such conditions on our future results of operations;

· future uses of and requirements for financial resources;

· interest rate and foreign exchange risk;

· future contractual obligations;
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· future operations outside the United States;

·

business strategy;

· growth opportunities;

·

competitive
position;

· expected financial position;

· future cash flows;

· future regular or special dividends;

·

financing
plans;

·

market
outlook;

·

tax
planning;

·

budgets for capital and other expenditures;

· timing and cost of completion of rig upgrades, new construction and other capital projects;

· delivery dates and drilling contracts related to rig conversion or upgrade projects;

·

plans and objectives of management;

·

performance of contracts;

· outcomes of legal proceedings;

· compliance with applicable laws; and

· adequacy of insurance or indemnification.

These types of statements inherently are subject to a variety of assumptions, risks and
uncertainties that could cause actual results to differ materially from those expected, projected or
expressed in forward-looking statements. These risks and uncertainties include, among others, the
following:

· general economic and business conditions, including the extent and duration of the current
credit crisis and recession;

· worldwide demand for oil and natural gas;

· changes in foreign and domestic oil and gas exploration, development and production activity;

· oil and natural gas price fluctuations and related market expectations;

· the ability of the Organization of Petroleum Exporting Countries, commonly called OPEC, to
set and maintain production levels and pricing, and the level of production in non-OPEC
countries;

· policies of various governments regarding exploration and development of oil and natural gas
reserves;

· advances in exploration and development technology;

· the worldwide political and military environment, including in oil-producing regions;

· casualty losses;

· operating hazards inherent in drilling for oil and gas offshore;

· the risk of physical damage to rigs and equipment caused by named windstorms in the
U.S. Gulf of Mexico;

· industry fleet capacity;

· market conditions in the offshore contract drilling industry, including dayrates and utilization
levels;
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