LOEWS CORP — Director's Dealing 2005

Mar 23, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DIAMOND OFFSHORE DRILLING INC (DO)
CIK: 0000949039
Period of Report: 2005-03-22

Reporting Person: LOEWS CORP (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-03-22	3-1/8% Exchangeable Subord. Notes due 2007 (right to buy)	$	J	1150000000	Acquired		Common Stock (17682055)	Direct
2005-03-22	3-1/8% Exchangeable Subord. Notes due 2007 (right to buy)	$	J	1150000000	Disposed		Common Stock (17682055)	Direct

Footnotes

F1: The 3-1/8% Exchangeable Subordinated Notes due 2007 (the "Notes") were issued by the reporting person, have a final stated maturity on September 15, 2007 and are currently redeemable at the option of the reporting person at a redemption price of 100.9375% of the principal amount pursuant to the terms of the Notes. On the transaction date, the reporting person issued an irrevocable notice to so redeem all $1,150,000,000 principal amount of outstanding Notes on April 21, 2005. Prior to maturity or redemption, the Notes are exchangeable at the option of the Note holders for issuer common stock at the rate of 15.3757 shares per $1,000 principal amount of Notes. Once the redemption is consummated, no Notes will remain outstanding.