Abstract Ultra-deepwater drilling activity is at an all time high. Recently, there were only two rigs rated to, and actually working in, water depths greater than 6,000 ft. Soon there will be over twenty. This increase will involve new deepwater operators and bring a large number of new people to deepwater. This paper presents some of the problems that have occurred in deepwater operations under the assumption that an understanding of what can go wrong is the best way to avoid problems. It will identify these problems and discuss the critical topics of rig positioning, environmental considerations, BOP control, riser management, well control, wellbore construction, production problems, and personnel training and safety.