UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No.5)*


 
Ocean Rig UDW Inc.
(Name of Issuer)


Common stock, par value $0.01 per share
(Title of Class of Securities)


Y64354205
(CUSIP Number)

 
August 14, 2015
(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[_]  Rule 13d-1(b)

[_]  Rule 13d-1(c)

[x]  Rule 13d-1(d)

__________
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




CUSIP No.
Y64354205
  

     
1.
NAME OF REPORTING PERSONS
  
     
 
DryShips Inc.
  
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
  (a) [_] 
 
  (b) [X] 
 
     
3.
SEC USE ONLY
  
     
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
Republic of the Marshall Islands
  
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
     
5.
SOLE VOTING POWER
  
     
 
56,079,533
  
     
6.
SHARED VOTING POWER
  
     
 
0
  
     
7.
SOLE DISPOSITIVE POWER
  
     
 
56,079,533
  
     
8.
SHARED DISPOSITIVE POWER
  
     
 
0
  
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
56,079,533
  
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
  [_] 
 
     
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
     
 
40.4%
  
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
CO
  




CUSIP No.
Y64354205
  
 

Item 1.
(a).
Name of Issuer:
  
       
   
Ocean Rig UDW Inc.
  

 
(b).
Address of Issuer's Principal Executive Offices:
  
       
   
10 Skopa Street
Tribune House
2nd Floor, Office 202, CY 1075
Nicosia, Cyprus
  

Item 2.
(a).
Name of Person Filing:
  
       
   
DryShips Inc.
  

 
(b).
Address or Principal Business Office or, if None, Residence:
  
       
   
DryShips Inc.
109 Kifissias Avenue and Sina Street
GR 151 24 Marousi
Greece
  

 
(c).
Citizenship:
  
       
   
Republic of the Marshall Islands
  

 
(d).
Title of Class of Securities:
  
       
   
Common stock, par value $0.01 per share
  

 
(e).
CUSIP Number:
  
       
   
Y64354205
  

Item 3.
  
If this statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a

 
(a)
[_]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 
(b)
[_]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 
(c)
[_]
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 
(d)
[_]
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 
(e)
[_]
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

 
(f)
[_]
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

 
(g)
[_]
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 
(h)
[_]
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);

 
(i)
[_]
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 
(j)
[_]
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

 
(k)
[_]
Group, in accordance with §240.13d-1(b)(1)(ii)(K).  If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
 



Item 4.
Ownership.

 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 
(a)
Amount beneficially owned:
     
   
 56,079,533
 
 
(b)
Percent of class:
     
   
 40.4%

 
(c)
Number of shares as to which the person has:
     

   
(i)
Sole power to vote or to direct the vote
56,079,533
  
         
   
(ii)
Shared power to vote or to direct the vote
0
  
         
   
(iii)
Sole power to dispose or to direct the disposition of
56,079,533
  
         
   
(iv)
Shared power to dispose or to direct the disposition of
0
  
         

 
Instruction:  For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
   
Item 5.
Ownership of Five Percent or Less of a Class.

 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [_].
 
 
Not applicable.
   
 
Item 6.
Ownership of More Than Five Percent on Behalf of Another Person.

 
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified.  A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
 
 
The reporting person has pledged the right to receive dividends on certain of the shares it may be deemed to beneficially own as collateral pursuant to a loan agreement entered into with ABN AMRO Bank N.V. As such, ABN AMRO Bank N.V. currently has the right to collect dividends on 53,129,069 of the shares beneficially owned by the reporting person. In the event that the reporting person does not default on the loan, then ABN AMRO Bank N.V. will be required reimburse the reporting person the amount of such dividends.
 
   

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
   
 
If a parent holding company or control person has filed this schedule, pursuant to §240.13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
 
 
Not applicable

Item 8.
Identification and Classification of Members of the Group.

 
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group.  If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.
 
 
Not applicable
   

Item 9. 
Notice of Dissolution of Group.

 
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity.  See Item 5.
 
 
Not applicable
   

Item 10.
Certification.

 
Not applicable


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


August 25, 2015
    
(Date)
    
     
   
DRYSHIPS INC.
     
   
 
/s/ Ziad Nakhleh
   
(Signature)
     
   
Ziad Nakhleh
   
Chief Financial Officer
   
(Name/Title)


The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.

Attention.  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).