For many E&P companies, deepwater is currently attracting the lion’s share of exploration and new development budgets. This is a relatively recent phenomenon, driven by increasing exploration success. The pace at which deepwater developments are moving from 3,000’ to 6,000’ and beyond is creating a tremendously exciting technology challenge for the industry. This lecture will begin with some context - a brief summary of exploration success and some of the current flagship developments. It will then explore the nature of the deepwater challenge as it manifests itself across all disciplines – subsurface, wells and facilities. It will conclude with a view of the future - an exposition of what the author concludes are going to be some of the key technologies that will address these challenges.