The second-order motion characteristics of a semi-submersible are investigated in regular waves. A higher-order boundary element method in a frequency domain and a finite element method in a time-domain were applied to the numerical analysis of the nonlinear hydrodynamic force and motion characteristics of semi-submersibles in view point of potential flow. Various aspects of nonlinear effects on the heave and roll of a semi-submersible were numerically investigated and some selected cases were compared with the model test data.