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)

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