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                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                 FORM 10-K
                      ________________________________


    (Mark One)
    [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934
                For the fiscal year ended December 31, 1995
                                     OR
    [   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

     For the transition period from  . . . . . . . . to . . . . . . . .

                       Commission File Number 1-8097
                      ENSCO INTERNATIONAL INCORPORATED
           (Exact name of registrant as specified in its charter)

           DELAWARE                                        76-0232579
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                        Identification No.)

                            2700 Fountain Place
                              1445 Ross Avenue
                        Dallas, Texas   75202-2792 
                  (Address of principal executive offices)

    Registrant's telephone number, including area code:   (214) 922-1500


        Securities registered pursuant to Section 12(b) of the Act:

     TITLE OF EACH CLASS          NAME OF EACH EXCHANGE ON WHICH REGISTERED
- -----------------------------     -----------------------------------------
Common Stock, par value $.10              New York Stock Exchange
Preferred Share Purchase Right            New York Stock Exchange

        Securities registered pursuant to Section 12(g) of the Act:
                                    None

Indicate  by check mark  whether the registrant  (1) has  filed all reports
required to be filed by Section 13  or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was  required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.         Yes [ X ]   No [   ]

Indicate by check mark if disclosure of delinquent filers  pursuant to Item
405  of Regulation S-K is not contained  herein, and will not be contained,
to the best of  registrant's knowledge, in definitive proxy  or information
statements incorporated by reference in  Part III of this Form 10-K  or any
amendment to this Form 10-K.        [ X ]



As of February 20, 1996, 60,656,735 shares of the registrant's common stock
were outstanding.   The aggregate market  value of the common  stock (based
upon the closing price on the New York Stock Exchange on February 20,  1996
of $26.375) of  ENSCO International Incorporated  held by nonaffiliates  of
the registrant at that date was approximately $1,132,454,065.


                    DOCUMENTS INCORPORATED BY REFERENCE

Certain  sections  of  the  Company's  definitive  proxy  statement,  which
involves the election of directors and  is to be filed under the Securities
Exchange Act  of 1934 within  120 days of the  end of the  Company's fiscal
year  on December  31, 1995, are  incorporated by  reference into  Part III
hereof.  Except  for those portions specifically  incorporated by reference
herein, such document shall not  be deemed to be filed with  the Commission
as part of this Form 10-K.



                             TABLE OF CONTENTS

                                                                   PAGE
                                                                   ----

PART  ITEM 1.   BUSINESS  . . . . . . . . . . . . . . . . . . . .    1
I               Overview and Operating Strategy . . . . . . . . .    1
                Recent Events . . . . . . . . . . . . . . . . . .    1
                Contract Drilling Operations  . . . . . . . . . .    1
                Marine Transportation Operations  . . . . . . . .    2
                Segment Information . . . . . . . . . . . . . . .    3
                Major Customers . . . . . . . . . . . . . . . . .    3
                Industry Conditions . . . . . . . . . . . . . . .    4
                Governmental Regulation . . . . . . . . . . . . .    5
                Environmental Matters . . . . . . . . . . . . . .    5
                Operational Risks and Insurance . . . . . . . . .    5
                International Operations  . . . . . . . . . . . .    5
                Executive Officers of the Registrant  . . . . . .    6
                Employees . . . . . . . . . . . . . . . . . . . .    7
      ITEM 2.   PROPERTIES  . . . . . . . . . . . . . . . . . . .    8
                Contract Drilling . . . . . . . . . . . . . . . .    8
                Marine Transportation . . . . . . . . . . . . . .    9
                Other Property  . . . . . . . . . . . . . . . . .   10
      ITEM 3.   LEGAL PROCEEDINGS . . . . . . . . . . . . . . . .   10
      ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY
                HOLDERS . . . . . . . . . . . . . . . . . . . . .   10

- --------------------------------------------------------------------
PART  ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
II              STOCKHOLDER MATTERS . . . . . . . . . . . . . . .   11
      ITEM 6.   SELECTED CONSOLIDATED FINANCIAL DATA  . . . . . .   12
      ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS . . . . . . .   13
                Business Environment  . . . . . . . . . . . . . .   13
                Results of Operations . . . . . . . . . . . . . .   14
                Liquidity and Capital Resources . . . . . . . . .   20
                Other Matters . . . . . . . . . . . . . . . . . .   22
      ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . . .   23
      ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                ACCOUNTING AND FINANCIAL DISCLOSURE . . . . . . .   45

- --------------------------------------------------------------------
PART  ITEMS 10-13
III             DIRECTORS AND EXECUTIVE OFFICERS, EXECUTIVE 
                COMPENSATION, SECURITY OWNERSHIP OF CERTAIN
                BENEFICIAL OWNERS AND MANAGEMENT, AND CERTAIN
                RELATIONSHIPS AND RELATED TRANSACTIONS  . . . . .   45

- --------------------------------------------------------------------
PART  ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND       
IV              REPORTS ON FORM 8-K . . . . . . . . . . . . . . .   46

      SIGNATURES  . . . . . . . . . . . . . . . . . . . . . . . .   51



                                   PART I

Item 1. Business

     OVERVIEW AND OPERATING STRATEGY

ENSCO  International   Incorporated  ("ENSCO"  or  the   "Company")  is  an
international offshore contract drilling company that also provides  marine
transportation  services in  the  U.S.  Gulf  of  Mexico.    The  Company's
compliment  of offshore drilling rigs includes 24  jackup rigs and 10 barge
drilling rigs, and the Company's marine transportation fleet consists of 37
vessels.   The  Company's  operations  are  integral  to  the  exploration,
development and production of oil and gas.

Since  1987, the Company  has pursued a  strategy of building  its fleet of
offshore drilling rigs.   This  strategy was exemplified  by the  Company's
acquisition of  the remainder of  Penrod Holding Corporation  ("Penrod") in
August 1993 and the expansion of the Company's Venezuelan  rig fleet during
1993 and 1994 with  the delivery of  four new barge  drilling rigs in  each
year.   The Company also added  three harsh environment jackup  rigs to its
North Sea fleet, two in 1994 and one in 1995.    

With the Company's increasing emphasis on offshore markets, the Company has
disposed  of businesses that are  not offshore oriented  or that management
believed would not meet the Company's standards for financial  performance.
Accordingly, in 1993  the Company's supply business  was sold, in  1994 the
Company  sold substantially all  of its land  rigs and in  1995 the Company
sold its technical services business.

The  Company  was  formed   as  a  Texas   corporation  in  1975  and   was
reincorporated in  Delaware in 1987.   At the Company's   Annual Meeting of
Stockholders held on May  23, 1995, the stockholders approved the change in
the  name  of the  Company  from  Energy  Service  Company, Inc.  to  ENSCO
International Incorporated.   The Company's principal office  is located at
2700  Fountain Place, 1445 Ross  Avenue, Dallas, Texas,  75202-2792 and its
telephone number is (214) 922-1500.

     RECENT EVENTS

On January 25,  1996, the Company entered into a letter of intent with DUAL
DRILLING  COMPANY ("Dual")  under  which the  Company  would acquire  Dual,
subject to  certain conditions.    Dual operates  a  fleet of  20  offshore
drilling rigs,  including 10  jackup  rigs and  10 self-contained  platform
rigs.  Twelve of Dual's rigs are currently located in  the U.S., with three
jackup rigs  and seven platform rigs located in the U.S. Gulf of Mexico and
two platform rigs off the coast of  California.  The remainder of the fleet
operates in  international waters,  with  rigs currently  located  offshore
India,  Mexico, Qatar, Indonesia and China. Under the proposed transaction,
Dual's  common stockholders  would receive  0.625 shares  of  the Company's
common stock for each share of Dual common stock, which would result in the
issuance of approximately 9.9 million shares of the Company's common stock.
The   Company  expects  to  account  for  the  combination  as  a  purchase
acquisition.   The  transaction  is  subject  to  execution  of  definitive
agreements, approval by the stockholders of Dual and requisite governmental
and  other approvals.   Subject  to the  satisfaction of  these conditions,
closing of the transaction is expected before June 30, 1996.



     CONTRACT DRILLING OPERATIONS     

The Company's contract  drilling operations  are conducted by  a number  of
wholly owned subsidiaries ("the Subsidiaries").  The Subsidiaries engage in
the drilling  of oil and  gas wells  in domestic and  international markets
under  contracts with  major and  independent oil  companies.   The Company
currently owns 24 jackup drilling rigs of  which 18 are located in the U.S.
Gulf of  Mexico and six are  in the North  Sea.  The Company  also conducts
contract drilling  operations through its  85% ownership interest  in ENSCO
Drilling (Caribbean), Inc. ("Caribbean").  Caribbean and its subsidiary own
ten barge drilling rigs on Lake Maracaibo, Venezuela.

The  Company's  contract  drilling  services  and  equipment  are  used  in
connection with the process  of drilling and completing oil  and gas wells.
Demand for the  Company's drilling services is based upon many factors over
which the Company  has no control,  including the market  price of oil  and
gas,  the stability  of  such  prices,  the  production  levels  and  other
activities of OPEC and other oil and gas producers, the regional supply and
demand for natural gas,  the level of  worldwide economic activity and  the
long-term effect of worldwide energy conservation measures.  These factors,
in turn, will affect the level of drilling and production activity.

The drilling services provided by  the Company are conducted on a  contract
basis.  The  Company generally  provides drilling services  on a  "daywork"
basis.   Under daywork contracts,  the Company receives  a fixed amount per
day for drilling  the well and  the customer bears  a major portion of  the
out-of-pocket costs of drilling.   The customer may pay the cost  of moving
the equipment to the job site and assembling and dismantling the equipment.
In some cases, the Company provides drilling services on a daywork contract
basis along  with  "well  management"  services  which  provide  additional
incentive  compensation to the Company  for completion of drilling activity
ahead of budgeted targets set by the customer.    

During the past  several years, contracts  have typically been  short-term,
particularly  in  the  U.S.   Accordingly,  the  Subsidiaries  have had  no
material  backlog of contracts for their drilling services in recent years.
However, due to extension clauses included  in the contracts, approximately
45% of  the Company's rigs  have worked for  the same customer  for greater
than six months and over 40% of the Company's rigs have worked for the same
customer  for  longer than  one  year.   The  backlog of  business  for the
Subsidiaries,  excluding  ENSCO  Drilling  Company's  operations  conducted
through  Caribbean, at February 20, 1996 was approximately $59.8 million as
compared  to  approximately $45.3  million in  March  1995.   The Company's
subsidiary in Venezuela, Caribbean,  has a number of term  contracts, which
terminate  in 1998  and 1999,  with a  backlog as of  February 20,  1996 of
approximately $162.9 million as compared to approximately $212.8 million in
March 1995.

The  contract  drilling business  is  highly competitive  and  has recently
suffered  from a substantial oversupply  of drilling rigs.   ENSCO competes
with other drilling contractors on the basis of quality  of service, price,
equipment suitability and availability, reputation and technical expertise.
Competition is  usually on a regional  basis, but drilling  rigs are mobile
and  may  be moved  from  one  region to  another  in  response to  demand.
Drilling operations are generally  conducted throughout the year  with some
seasonal declines in winter months.



     MARINE TRANSPORTATION OPERATIONS

The  Company conducts its marine transportation operations through a wholly
owned  subsidiary,   ENSCO  Marine  Company  ("ENSCO   Marine"),  based  in
Broussard, Louisiana. The Company  has a marine transportation fleet  of 37
vessels consisting of six  anchor handling tug supply ("AHTS")  vessels, 23
supply vessels and eight mini-supply vessels.   All of the Company's marine
transportation  vessels are currently located  in the U.S.  Gulf of Mexico.
In December  1995, the Company acquired  six supply vessels,  four of which
were previously operated  under operating lease  agreements.  In  mid-1995,
the Company completed  the conversion  of four utility  vessels into  mini-
supply vessels,  which  was  consistent  with  the  Company's  strategy  to
concentrate  its fleet on the larger, more  capable vessels and to exit the
unprofitable utility boat market.

The Company's six AHTS vessels ordinarily support semi-submersible drilling
rigs and large offshore  construction projects or provide towing  services.
The  23  supply  vessels  and eight  mini-supply  vessels  support  general
drilling and production activity by ferrying supplies from land and between
offshore rigs.   All of the  Company's marine transportation   vessels have
drilling  fluid handling  capabilities  which management  believes  enhance
their  marketability.  The Company's  vessels are typically  chartered on a
well-to-well basis, or on term  contracts which may be terminated on  short
notice.   At February 20, 1996, ENSCO Marine had a backlog of contracts for
its  services of approximately $10.5  million compared to  $4.2 million for
such services in March 1995. 

As  the  Company's marine  transportation  services are  used  primarily in
connection with the process  of servicing offshore oil and  gas operations,
demand for these services is largely dependent on the factors affecting the
level  of activity  in the  offshore oil  and gas  industry.   ENSCO Marine
competes with numerous vessel operators on the basis of quality of service,
price,  vessel  suitability  and  availability  and  reputation.     Marine
transportation  operations  are conducted  throughout  the  year, but  some
reductions  in vessel  utilization  and charter  rates  may be  experienced
during winter months due to seasonal declines in offshore activities.  


     SEGMENT INFORMATION     

The  following  table   provides  operational  information  regarding   the
Company's contract  drilling and marine transportation  operations for each
of the five years ended December 31, 1995:



                                                         1995 <F1>      1994 <F1>     1993 <F1>      1992 <F1>      1991 <F2>
                                                         -------       --------       --------       --------       --------
                                                                                                          
OFFSHORE DRILLING RIG UTILIZATION AND DAY RATES
  Utilization:
     Jackup rigs
         United States  . . . . . . . . . . . . . .          90%            91%           97%            61%            96% 
         International  . . . . . . . . . . . . . .          73%            63%           62%            60%            --  
              Total jackup rigs . . . . . . . . . .          87%            83%           84%            61%            96% 
     Barge drilling rigs - Venezuela  . . . . . . .          86%           100%          100%           100%           100% 
         Total    . . . . . . . . . . . . . . . . .          86%            87%           87%            64%            98% 
  
Average day rates:
     Jackup rigs
         United States    . . . . . . . . . . . . .      $20,559        $21,531       $20,035        $13,118        $15,280 
         International  . . . . . . . . . . . . . .       42,631         24,765        25,715         26,959           --   
              Total jackup rigs . . . . . . . . . .       24,813         22,269        21,572         18,122         15,280 
     Barge drilling rigs - Venezuela  . . . . . . .       19,631         16,413        15,432         11,332         10,342 
         Total    . . . . . . . . . . . . . . . . .      $23,196        $20,539       $20,281        $17,201        $12,992 

MARINE FLEET UTILIZATION AND DAY RATES <F3>
     Utilization: 
         AHTS <F4>  . . . . . . . . . . . . . . . .          84%            81%           76%            56%            71% 
         Supply   . . . . . . . . . . . . . . . . .          84%            86%           84%            61%            74% 
         Mini-supply  . . . . . . . . . . . . . . .          65%            93%           95%           100%            99% 
              Total . . . . . . . . . . . . . . . .          79%            86%           84%            64%            77% 

     Average day rates: 
         AHTS <F4>  . . . . . . . . . . . . . . . .      $ 7,732        $ 7,686       $ 6,987        $ 6,309        $ 4,417 
         Supply   . . . . . . . . . . . . . . . . .        3,136          3,173         3,039          2,047          2,482 
         Mini-supply  . . . . . . . . . . . . . . .        1,985          1,663         1,677          1,133          1,348 
              Total . . . . . . . . . . . . . . . .      $ 3,753        $ 3,826       $ 3,559        $ 2,669        $ 2,585 

<FN>
<F1>     Offshore Drilling Rig and Marine Fleet information includes Penrod rigs and vessels acquired in 1993.
<F2>     Offshore Drilling Rig and Marine Fleet information excludes Penrod rigs and vessels acquired in 1993.
<F3>     Excludes utility vessels.  As of December 31, 1994, the Company no longer had utility vessels available for work.
<F4>     Anchor handling tug supply vessels.
</FN>



Financial  information  regarding  the  Company's  operating  segments  and
foreign and domestic  operations is presented  in Note 13  of the Notes  to
Consolidated  Financial   Statements  included  in  "Item   8.    Financial
Statements  and  Supplementary  Data."    Additional financial  information
regarding  the  Company's  operating  segments  is presented  in  "Item  7.
Management's Discussion and Analysis of Financial Condition and  Results of
Operations."



     MAJOR CUSTOMERS     

The Company provides  its services to a broad customer  base which includes
major  international  oil companies,  government  owned  oil companies  and
independent domestic oil producers.   

During 1995, aggregate revenues provided to the Company's contract drilling
operations by Lagoven, S.A.  were $62.0 million, or 22%  of total revenues.
Additionally, revenues of  $34.3 million, or 12% of total  revenues, all of
which  were from contract drilling operations, were provided to the Company
by Nederlandse Aardolie Maatschappij B.V., a Royal Dutch/Shell affiliate.

     INDUSTRY CONDITIONS

Demand for  the Company's services  is significantly affected  by worldwide
expenditures  for oil  and  gas drilling.    Expenditures for  oil and  gas
drilling  activity  fluctuate  based  upon  many  factors  including  world
economic  conditions, the  legislative  environment in  the U.S.  and other
major countries, production levels  and other activities of OPEC  and other
oil and gas producers  and the impact that  these and other events have  on
the current and expected future pricing of oil and natural gas.  

Domestic  drilling activity peaked in  late-1981 after which  the number of
working  rigs  began  a  general  downward  trend  through  mid-1992.    An
improvement in  natural gas prices in 1992 and 1993 resulted in the working
rig  count  increasing, especially  in the  U.S. Gulf  of Mexico,  and such
increased  activity levels generally continued through  1995.  However, the
Company's day rates for  its U.S. Gulf  of Mexico rigs declined  throughout
1994, although remaining higher on average than in 1993, and such declining
day rate trend continued through the first half of 1995.  The declining day
rate  levels  were  due  primarily  to the  mobilization  of  a  number  of
competitors' rigs  to the U.S. Gulf of Mexico in  1994 and the weakening of
domestic natural gas prices.  Activity  levels for U.S. Gulf of Mexico rigs
increased in the second half of 1995 as the industry average working jackup
rig count  increased to  115  from 100  in the  first half  of  1995.   The
increased  U.S. Gulf  of  Mexico  activity levels  were  due,  in part,  to
increased  domestic natural  gas  prices during  early  to mid-1995.    The
Company's U.S. Gulf of  Mexico rigs experienced increased day  rates during
the second half of 1995 primarily related to the increased activity levels.
Unless there is a significant deterioration in domestic natural gas prices,
management believes current  U.S. Gulf  of Mexico rig  activity levels  are
sustainable during 1996.   Management also believes  that  the  demand  for 
cantilever jackup rigs, in particular, is  expected to remain strong due to
the  increased level  of development activity  which  requires cantilevered
drilling  over  existing production platforms.  

To date in 1996, the  Gulf of Mexico rig  count has remained comparable  to
levels prevalent at  the end of  1995.  Average  Gulf of Mexico  jackup day
rates similar to the type  the Company operates are currently in  the range
of $19,000 -  $35,000 compared to $14,000 -  $21,000 approximately one year
ago.

Oil  and natural  gas prices  have remained  volatile for  many years.   As
described above, changes in oil and gas prices can have significant effects
on the Company's  business.  Spot  natural gas prices  were under  pressure


throughout  1994 and into  early 1995 after which  prices increased in mid-
1995 and late  1995.  Henry Hub spot natural  gas prices were approximately
$1.50 per mcf at the beginning of 1995 and ended 1995 at approximately $2.75
per  mcf.  Crude oil prices increased  in 1994 fueled by worldwide economic
growth and  remained strong  in 1995.   West  Texas Intermediate  crude oil
prices were approximately  $18.00 per barrel at  the beginning of 1995  and
$19.00 per barrel at the end of 1995. 

In the North Sea, a reduction in the number of available  rigs has been the
primary contributing factor to increased industry utilization levels during
1995.  The  increased utilization has led to increased  North Sea day rates
in 1995.  The standard jackup rig day  rates in the North Sea for the  type
of jackup rigs the Company owns showed significant improvement in 1995 with
day rates ranging  from $24,000 to $28,000 at the beginning of the year and
$37,000 to $42,000 at the end of  1995.  Demand for standard jackup rigs in
the North Sea  has remained strong in early 1996 and  is likely to continue
throughout the year. 

The marine transportation  industry is highly  competitive and  utilization
rates   for  vessels   vary  significantly,   depending  on   drilling  and
construction activity.    Demand is largely dependent on  offshore drilling
activity of  new wells or the  workover of older  wells.  When oil  and gas
prices declined during the 1980's, the demand for vessels was significantly
reduced.    Beginning in  the fourth  quarter  of 1992,  increased drilling
activity in the U.S.   Gulf of Mexico caused utilization  and day rates for
marine transportation vessels to  increase.  The activity level  for marine
transportation vessels in the U.S. Gulf of Mexico increased throughout 1993
and  remained  fairly  stable in  1994.    Activity  levels  in early  1995
decreased  and subsequently  showed significant  improvement in  the second
half of 1995 related primarily to increased drilling activity in the second
half  of 1995.  The average number  of oilfield supply vessels operating in
the U.S. Gulf of  Mexico increased to  249 in 1995 from  235 in 1994,  with
average utilization of 90% and 89% for 1995 and 1994, respectively.  Unless
there  is a  significant  deterioration  in  domestic natural  gas  prices,
management  believes current  U.S.  Gulf  of  Mexico  activity  levels  are
sustainable during 1996.

Additional   information  regarding   industry   conditions  and   industry
utilization rates is  presented in  "Item 7.   Management's Discussion  and
Analysis  of  Financial  Condition  and  Results  of  Operations"  included
elsewhere herein.

      GOVERNMENTAL REGULATION     

The  Company's businesses are  affected by changes in  public policy and by
federal,  state, foreign  and local  laws and  regulations relating  to the
energy  industry.    The  adoption  of  laws  and   regulations  curtailing
exploration  and  development  drilling  for  oil  and  gas  for  economic,
environmental  or  other policy  reasons  adversely  affects the  Company's
operations by  limiting available drilling  and other opportunities  in the
energy service industry.

The  Company is  subject to  the requirements  of the  federal Occupational
Safety and Health  Act ("OSHA")  and comparable state  statutes.  The  OSHA
hazard   communication  standard,   the  Environmental   Protection  Agency
"community right-to-know"  regulations  under  Title  III  of  the  Federal
Superfund Amendment  and Reauthorization Act and  comparable state statutes


require  the  Company to  report  certain information  about  the hazardous
materials used in its  operations to employees, state and  local government
authorities, and local citizens.  

     ENVIRONMENTAL MATTERS     

The  Company's operations are subject to  federal, state and local laws and
regulations controlling  the discharge of materials into the environment or
otherwise  relating to  the  protection  of  the  environment.    Laws  and
regulations specifically applicable  to the  Company's business  activities
could impose  significant liability on  the Company  for damages,  clean-up
costs and penalties in the event of the occurrence of oil spills or similar
discharges  of pollutants  into  the  environment  in  the  course  of  the
Company's operations, although, to date, such laws and regulations have not
had a material adverse effect on  the Company's results of operations,  nor
has the  Company experienced an  accident that  has exposed it  to material
liability  for discharges of pollutants into the environment.  In addition,
events in recent years have heightened environmental concerns about the oil
and gas industry generally.  From time to time, legislative proposals  have
been introduced which would materially limit or prohibit  offshore drilling
in certain  areas.  To date,  no proposals which would  materially limit or
prohibit offshore drilling  in the Company's  principal areas of  operation
have been  enacted into  law.   If laws are  enacted or  other governmental
action  is taken  that  restrict  or  prohibit  offshore  drilling  in  the
Company's   areas   of   operation  or   impose   environmental  protection
requirements that materially  increase the costs  of offshore  exploration,
development or production  of oil and gas, the Company  could be materially
adversely affected.

     OPERATIONAL RISKS AND INSURANCE     

Contract  drilling and oil and gas operations  are subject to various risks
including blowouts, craterings, fires and  explosions, each of which  could
result in damage to or destruction of drilling rigs and oil and  gas wells,
personal  injury  and   property  damage,  suspension   of  operations   or
environmental damage through oil spillage or extensive, uncontrolled fires.
The  Company's  marine transportation  operations  are  subject to  various
risks, which include property and environmental damage and personal injury.
The Company generally  insures its drilling rigs and  marine transportation
vessels for amounts not less than the estimated fair  market value thereof.
The  Company also  maintains liability  insurance coverage  in amounts  and
scope  which management believes are  comparable to the  levels of coverage
carried by  other energy service companies.   To date, the  Company has not
experienced difficulty  in obtaining insurance coverage.  While the Company
believes  its insurance  coverages  are customary  for  the energy  service
industry, the occurrence of  a significant event not fully  insured against
could have a material adverse effect on the Company's financial position.

     INTERNATIONAL OPERATIONS     

A  significant portion of  the Company's  contract drilling  operations are
conducted  in foreign  countries.   Revenues from  international operations
were  44%  of  the Company's  total  revenues  in  1995.     The  Company's
international operations  are subject  to  political, economic,  and  other
uncertainties,  such  as  the  risks  of expropriation  of  its  equipment,
expropriation  of a customer's property or  drilling rights, repudiation of
contracts,   adverse  tax   policies,  general   hazards  associated   with


international sovereignty over certain areas in  which the Company operates
and fluctuations in international economies.

The Company's international  operations also face  the risk of  fluctuating
currency values and exchange controls.  Occasionally the countries in which
the  Company operates have  enacted exchange  controls.   Historically, the
Company has  been able to  limit these risks  by obtaining  compensation in
United States  dollars or freely convertible international currency and, to
the  extent possible, by limiting acceptance of blocked currency to amounts
which match its expenditure requirements in local currencies.

The Venezuelan  currency  experienced significant  devaluation  during  the
first half of  1994.  In  June 1994, the Venezuelan  government established
exchange  control  policies  and  severely  restricted  the  conversion  of
Venezuelan  currency to  U.S.  dollars.    In  late  1995,  the  Venezuelan
government further  devalued  the  Venezuelan  currency  against  the  U.S.
dollar.  To date, the Company has  not experienced problems associated with
receiving  U.S. dollar payments with respect  to the U.S. dollar portion of
its  contracts with  Lagoven.   Changes in  these conditions,  other policy
enactments, or  political developments in  Venezuela could have  an adverse
effect  upon the  Company.   However,  the  Company believes  such  adverse
effects  are not probable  due to the  volume of  U.S. dollars paid  to the
parent company of Lagoven for its oil exports.  

     EXECUTIVE OFFICERS OF THE REGISTRANT

The following table sets forth  certain information regarding the executive
officers of the Company:

 NAME                        AGE   POSITION WITH THE COMPANY

 Carl F. Thorne               55   Chairman of the Board, President, Chief
                                   Executive Officer and Director

 Richard A. Wilson            58   Senior Vice President, Chief Operating
                                   Officer and Director

 Marshall Ballard             53   Vice President - Business Development
                                   and Quality

 William S. Chadwick, Jr.     48   Vice President - Administration and
                                   Secretary

 C. Christopher Gaut          39   Vice President - Finance and Chief
                                   Financial Officer

 H. E. Malone                 52   Vice President - Controller and Chief
                                   Accounting Officer

 Frank B. Williford           56   Vice President - Engineering
                               
 Richard A. LeBlanc           45   Treasurer

Set forth  below is certain additional information concerning the executive
officers of the Company, including  the business experience of each  during
the past five years.



Carl F. Thorne has been a director  of the Company since December 1986.  He
was elected President  and Chief Executive  Officer of the  Company in  May
1987 and was elected Chairman  of the Board of Directors in  November 1987.
Mr. Thorne holds a Bachelor of Science Degree in Petroleum Engineering from
the University of Texas and a Juris Doctorate Degree from Baylor University
College of Law. 

Richard A. Wilson has been a director  of the Company since June 1990.  Mr.
Wilson joined the Company in  July 1988 and was elected President  of ENSCO
Drilling  Company  in August  1988.   Mr.  Wilson was  elected  Senior Vice
President -  Operations of the Company  in October 1989 and  to his present
position in June  1991.  Mr. Wilson  holds a Bachelor of  Science Degree in
Petroleum Engineering from the University of Wyoming. 

Marshall Ballard joined the  Company in connection with the  acquisition of
Penrod  Holding  Corporation and  was  elected Vice  President  of Business
Development and Quality in August 1993.  From September 1977 through August
1993, Mr.  Ballard served in  various capacities as  an employee  of Penrod
Holding  Corporation,  most recently  as President.    Mr. Ballard  holds a
Bachelor of  Arts Degree in History  from the University  of North Carolina
and a Law Degree from Tulane University.

William S. Chadwick, Jr.  joined the Company as Director  of Administration
in  June 1987, has been a Vice President of the Company since July 1988 and
was elected  Secretary of the  Company in May 1993.   Mr. Chadwick  holds a
Bachelor  of Science Degree in Industrial Management from the University of
Pennsylvania.

C. Christopher  Gaut joined the  Company in December  1987 and  was elected
Treasurer and Chief Financial Officer in February 1988 and Vice President -
Finance in  January 1991.   Mr. Gaut  holds a  Bachelor of  Arts Degree  in
Engineering  Science  from  Dartmouth  College and  a  Master  of  Business
Administration  Degree in Finance from The Wharton School of the University
of Pennsylvania.

H. E. Malone joined the  Company in August 1987 and was  elected Controller
and  Chief  Accounting  Officer  in  January  1988  and  Vice  President  -
Controller and Chief Accounting Officer in February 1995.  Mr. Malone holds
Bachelor  of Business Administration  Degrees from the  University of Texas
and  Southern Methodist University and  a Master of Business Administration
Degree from the University of North Texas.

Frank B.  Williford joined  the Company  and was  elected Vice President  -
Engineering in February 1996.  From  January 1966 through January 1996, Mr.
Williford  served in various  capacities as an employee  of Sedco, Inc. and
Sedco  Forex,  previously  as   Vice  President  and  General   Manager  of
Engineering.    Mr.  Williford  holds  a  Bachelor  of  Science  Degree  in
Structural Engineering from Texas A&M University.

Richard A. LeBlanc  joined the Company in July 1989  as Manager of Finance.
He  assumed responsibilities for  the investor relations  function in March
1993 and was promoted  to Treasurer and  Director of Investor Relations  in
May 1995.  Mr. LeBlanc  holds a Bachelor of Science Degree in Finance and a
Master of Business Administration degree from Louisiana State University.



Officers each  serve  for a  one-year term  or until  their successors  are
elected and qualified to serve.  Mr. Thorne and Mr. Malone are brothers-in-
law.

     EMPLOYEES     

The  Company had  approximately 2,300 full-time  employees worldwide  as of
February  20, 1996.   In addition, the  Company employs local  personnel in
foreign  countries to  work on  rigs on  a job-by-job  basis.   The Company
considers relations with  its employees  to be satisfactory.   None of  the
Company's  domestic employees are represented  by unions.   The Company has
not  experienced any significant  work stoppages or strikes  as a result of
labor disputes.



Item 2. Properties

     CONTRACT DRILLING     

The following table sets forth as  of February 20, 1996 certain information
regarding the offshore drilling rigs owned by the Company:




                                                JACKUP RIGS
                                                -----------

                 BUILT/                                          WATER DEPTH/
RIG NAME         REBUILT     RIG DESIGN       RIG TYPE           RATED DEPTH        LOCATION         STATUS
- --------        ---------    ----------       --------           ------------       --------         ------
                                                                                      

ENSCO 63          1977       MLT 82 SD        CANT-TD            250 /25,000            GOM             A
ENSCO 64          1974       MLT 53           SLOT-SD-Z          250 /30,000            GOM             A
ENSCO 67        1976/1996    MLT 84           SLOT-TD-Z          400 /30,000            GOM             S
ENSCO 68          1976       MLT 84           SLOT               350 /30,000            GOM             A
ENSCO 69        1976/1995    MLT 84           SLOT-TD-Z          400 /30,000            GOM             S
ENSCO 70        1981/1996    HITACHI-300      CANT-TD-Z          250 /25,000            NS             SC
ENSCO 71        1982/1995    HITACHI-300      CANT-TD-Z          225 /25,000            NS              A
ENSCO 72          1981       HITACHI-300      CANT-TD-Z          225 /25,000            NS             SC
ENSCO 80        1978/1995    MLT 116          CANT-TD-Z          225 /25,000            NS              A
ENSCO 81          1979       MLT 116          CANT-TD-Z          350 /25,000            GOM             A
ENSCO 82          1979       MLT 116          CANT-TD-Z          300 /25,000            GOM             A
ENSCO 83          1979       MLT 82 SD        CANT-TD            250 /25,000            GOM             A
ENSCO 84          1981       MLT 82 SD        CANT-TD            250 /25,000            GOM             A
ENSCO 85        1981/1995    MLT 116          CANT-TD-Z          225 /25,000            NS              A
ENSCO 86          1981       MLT 82 SD        CANT-TD-Z          250 /30,000            GOM             A
ENSCO 87          1982       MLT 116          CANT-TD-Z          350 /25,000            GOM             A
ENSCO 88          1982       MLT 82 SD        CANT-TD-Z          250 /25,000            GOM             A
ENSCO 89          1982       MLT 82 SD        CANT-TD-Z          250 /25,000            GOM             A
ENSCO 90          1982       MLT 82 SD        CANT-TD-Z          250 /25,000            GOM             A
ENSCO 92          1982       MLT 116          CANT-SD-Z          225 /25,000            NS              A
ENSCO 93          1982       MLT 82 SD        CANT-TD            250 /25,000            GOM             A
ENSCO 94          1981       HITACHI-250      CANT-TD-Z          250 /25,000            GOM             A
ENSCO 95          1981       HITACHI-250      CANT-TD            250 /25,000            GOM             A
ENSCO 99          1985       MLT 82 SD        CANT-TD-Z          250 /30,000            GOM             A
/TABLE






                                          BARGE DRILLING RIGS
                                          -------------------

                                                      RATED
RIG NAME           BUILT         DRAWWORKS            DEPTH         LOCATION              STATUS
- --------           -----         ---------            ------        --------              ------
                                                                              

ENSCO V             1982          GD1100E             15,000        VENEZUELA                S
ENSCO VI            1991          GD1100E             15,000        VENEZUELA                S
ENSCO VII           1993          N 840E              20,000        VENEZUELA                A
ENSCO VIII          1993          I 1700E             20,000        VENEZUELA                A
ENSCO IX            1993          N 840E              20,000        VENEZUELA                A
ENSCO X             1993          I 1700E             20,000        VENEZUELA                A
ENSCO XI            1994          MC1220E             25,000        VENEZUELA                A
ENSCO XII           1994          MC1220E             25,000        VENEZUELA                A
ENSCO XIV           1994          N1320E              25,000        VENEZUELA                A
ENSCO XV            1994          N1320E              25,000        VENEZUELA                A







 NOTES:    RIG TYPE                                   LOCATION                       STATUS
           --------                                   --------                       ------
                                                                               
           CANT - Cantilever                          GOM - Gulf of Mexico           A - Active
           SLOT - Slot                                NS - North Sea                 S - In shipyard
           SD - Side Drive                                                           SC - In or in route to shipyard for 
           TD - Top Drive                                                                   upgrade - committed to work  
           Z - Zero Discharge capabilities                                                  upon completion
                 permitting operation in evniron-                 
                 mentally sensitive areas


The Company continues to own one land rig, which is stacked, located in the
Middle East.

The  Company's drilling rigs consist of engines, drawworks, masts, pumps to
circulate the drilling fluid, blowout  preventers, drill string and related
equipment.  The engines power a rotary table that turns a bit consisting of
rotating cones so  that the hole is drilled  by grinding the rock  which is
then carried to the surface by the drilling fluid.  The intended well depth
and  the drilling conditions are  the principal factors  that determine the
size and type of rig most suitable for a particular drilling job.  

The  Company's offshore  jackup rigs consist  of mobile  drilling platforms
equipped  with legs  that can  be  lowered to  the ocean  floor to  provide
support for  the drilling platform.   All the Company's jackup  rigs are of
the independent leg design.  The jackup rig hull includes the drilling rig,
jacking system,  crew quarters, storage and  loading facilities, helicopter
landing pad and related equipment.



The  Company's barge drilling  rigs have all of  the crew quarters, storage
facilities,  and related  equipment  mounted on  floating  barges with  the
drilling  equipment cantilevered from the  stern of the  barge.  The barges
are held in place by anchors while drilling activities are conducted.

Over the  life  of a  typical  rig, several  of  the major  components  are
replaced due to normal wear and tear.  

Certain of the Company's jackup  rigs, which had a combined net  book value
of $278.8 million at December 31, 1995, are pledged as  collateral in favor
of a financial institution to secure payment of a secured term loan.

All of the Company's rigs are in good condition.  

Depending upon the nature of the work, the proximity of the job site to the
Company's repair facilities and certain other factors, rig maintenance  and
repairs  are  performed  either  at  the  job  site  or  at  the  Company's
facilities.   The  Company  owns  or  leases  field  locations  and  repair
facilities for its  drilling rigs  in Las  Morochas, Venezuela;  Beverwijk,
Holland; Broussard, Louisiana; and Aberdeen, Scotland.

     MARINE TRANSPORTATION     

In December  1995, the Company purchased six  supply vessels, four of which
were previously operated under  operating lease agreements.  In  the fourth
quarter of 1994,  the Company entered into  an agreement with  an unrelated
third party  to purchase  a supply  vessel, convert  four of  the Company's
utility vessels into four  larger, 146-foot mini-supply vessels  and assign
ownership  of four of the Company's  utility vessels to the unrelated third
party.   In  1994, the  Company also  sold one  utility boat  and converted
another to a mini-supply vessel.   The Company has a  marine transportation
fleet  of 37 vessels consisting of six  anchor handling tug supply vessels,
23 supply  vessels and  eight mini-supply  vessels.   All of  the Company's
marine transportation vessels  are currently  located in the  U.S. Gulf  of
Mexico.   Substantially all of the Company's marine transportation vessels,
which had a combined net book value of $43.0  million at December 31, 1995,
are pledged as collateral to secure payment of secured term loans.  

The  following table provides as  of February 20,  1996 certain information
regarding the Company's marine transportation vessels:

                                  MARINE FLEET
                                  ------------

                      NO. OF       YEAR          HORSE            
     VESSEL TYPE     VESSELS      BUILT          POWER         LENGTH
     -----------     -------      -----          -----         ------

     KODIAKS - AHTS     2          1983          12,000         225 
     OTHER- AHTS        4       1976-1983     5,800-7,240    185 -230 
     SUPPLY            23       1977-1985     1,800-3,000    166 -185 
     MINI - SUPPLY      8       1981-1984        1,200       140 -146 

All of the Company's marine transportation vessels are in good condition.



     OTHER PROPERTY     

The Company  leases its executive  offices in Dallas,  Texas.  The  Company
owns  offices  and other  facilities  in Houma,  Shreveport  and Broussard,
Louisiana  and  Aberdeen, Scotland;  and  rents  offices in  Las  Morochas,
Venezuela and Beverwijk, Holland.

Item 3. Legal Proceedings

Prior to  October 1990,  Penrod was  self-insured for  the majority of  its
maritime  claims exposure.   During  the period  from October  1990 to  the
August 1993 acquisition  date, Penrod had insurance coverage  which limited
its maritime claims  exposure to a  maximum of the  $25,000 deductible  for
each claim,  plus a fluctuating  aggregate of $500,000  to $1.5 million  in
excess  of the $25,000  claim deductible for  each policy year.   Penrod is
also  a  defendant  in  lawsuits  with certain  of  its  insurers  and  the
administrator of  its  self-insurance  program,  and  personal  injury  and
maritime  liability  lawsuits  filed  by  present  and  former   employees.
Management  has provided reserves in the Company's financial statements for
such claims as it considers appropriate given the facts currently known.

On  February 13, 1991, Penrod filed an action against TransAmerican Natural
Gas Corporation  ("TransAmerican") which is  presently pending in  the U.S.
District Court  Southern  District  of  Texas,  Houston  Division,  seeking
damages for breach of contract.  On August 21, 1991, TransAmerican filed an
action  against Penrod in the 133rd Judicial District Court, Harris County,
Texas, seeking damages for breach of  contract and tort claims.  Management
of  the  Company believes  that  the  outcome of  this  litigation  will be
favorable to the Company.

In addition to  the matters discussed  above, the Company  is from time  to
time involved in litigation incidental to  the conduct of its business.  In
the opinion  of management, none of such litigation in which the Company is
currently involved would, individually or in the aggregate, have a material
adverse effect on its financial condition or results of operations.

Item 4. Submission of Matters to a Vote of Security Holders

There were no matters submitted to a vote of security holders in the fourth
quarter of 1995.




                                  PART II


Item  5. Market  for  Registrant's Common  Equity  and Related  Stockholder
Matters

The  following table  sets forth  the high  and low  sales prices  for each
period  indicated for  the  Company's common  stock,  $.10 par  value  (the
"Common Stock") for  each of the  last two fiscal  years, restated for  the
reverse stock split as discussed below:

                        FIRST    SECOND     THIRD    FOURTH           
                       QUARTER   QUARTER   QUARTER   QUARTER    YEAR  
                       -------   -------   -------   -------   -------

     1995 High  . . .  $14 3/8   $17 3/8   $19 1/2   $23       $23    
     1995 Low . . . .  $11 1/4   $14       $14 1/4   $16       $11 1/4

     1994 High  . . .  $17       $18 5/8   $19 1/4   $15 1/2   $19 1/4
     1994 Low . . . .  $12 1/2   $13 1/2   $14 5/8   $10 3/4   $10 3/4

The  Company's Common Stock  (Symbol: ESV)  began trading  on the  New York
Stock Exchange on December   20, 1995, prior to which it was  traded on the
American  Stock Exchange.  At  December 31, 1995,  there were approximately
3,455 stockholders of record of the Company's Common Stock.

Since  inception, no dividends have  been declared on  the Company's Common
Stock, and the  Company does not expect to declare  dividends on its Common
Stock in the near future.

The Company's stockholders  approved a  one share for  four shares  reverse
stock split of  the Company's common stock at the  Company's Annual Meeting
of Stockholders held on May 24, 1994.

In  August 1994, the Company  issued a redemption  notice for the 2,839,110
outstanding   shares  of  its  $1.50  Cumulative  Convertible  Exchangeable
Preferred Stock ("1.50 Preferred  Stock").  Holders of 2,807,147  shares of
the $1.50 Preferred  Stock elected  to convert  each of  their shares  into
approximately  1.786 shares of the Company's common stock which resulted in
the issuance of 5,012,762 shares of the Company's common stock.  Holders of
the remaining  31,963 shares of the $1.50 Preferred Stock elected to redeem
their shares for cash.



Item 6. Selected Consolidated Financial Data

The selected consolidated financial data set forth below for the five years
ended  December  31,  1995 has  been  derived  from  the Company's  audited
consolidated financial statements (in thousands, except per share amounts).
This   information  should  be   read  in  conjunction   with  the  audited
consolidated financial statements  and notes thereto  included in "Item  8.
Financial Statements and Supplementary Data."




                                                                                   YEAR ENDED DECEMBER 31,
                                                             -----------------------------------------------------------------
                                                                1995          1994         1993         1992<F1>      1991<F1>
                                                             ---------     ---------    ---------      ---------     ---------

                                                                          (In thousands, except per share amounts)            

                                                                                                            
 Statement of Operations Data <F2>                                                                              
    Operating revenues . . . . . . . . . . . . . . . . .     $279,114      $245,451     $227,410       $ 84,271      $ 76,221 
    Operating expenses, excluding D&A  . . . . . . . . .      165,529       144,581      151,182         81,999        66,301 
    Depreciation and amortization (D&A)  . . . . . . . .       58,390        51,798       41,181         12,539        13,030 
    Operating income (loss)  . . . . . . . . . . . . . .       55,195        49,072       35,047        (10,267)       (3,110)
    Other expense  . . . . . . . . . . . . . . . . . . .       (7,856)       (8,751)      (6,696)        (8,028)       (2,025)
    Income (loss) from continuing operations before                                                             
        income taxes, minority interest and cumulative                                                          
        effect of accounting change  . . . . . . . . . .       47,339        40,321       28,351        (18,295)       (5,135)
    Provision for income taxes . . . . . . . . . . . . .       (3,397)       (3,759)      (5,942)        (2,007)       (4,109)
    Minority interest  . . . . . . . . . . . . . . . . .       (2,179)       (2,984)      (6,932)            --            -- 
    Income (loss) from continuing operations . . . . . .       41,763        33,578       15,477        (20,302)       (9,244)
    Income (loss) from discontinued operations <F2>  . .        6,296         3,593        3,556         (9,062)       (3,543)
    Income (loss) before cumulative effect of                                                                   
        accounting change  . . . . . . . . . . . . . . .       48,059        37,171       19,033        (29,364)      (12,787)
    Cumulative effect of accounting change, net                                                                 
        of minority interest <F3>  . . . . . . . . . . .           --            --       (2,542)            --            -- 
    Net income (loss)  . . . . . . . . . . . . . . . . .       48,059        37,171       16,491        (29,364)      (12,787)
    Preferred stock dividend requirements  . . . . . . .           --        (2,135)      (4,260)        (4,260)       (4,607)
    Income (loss) applicable to common stock . . . . . .     $ 48,059      $ 35,036     $ 12,231       $(33,624)     $(17,394)
    Income (loss) per common share:                                                                             
        Continuing operations  . . . . . . . . . . . . .     $    .69      $    .55     $    .28       $   (.82)     $   (.57)
        Discontinued operations  . . . . . . . . . . . .          .10           .06          .09           (.30)         (.14)
        Cumulative effect of account change  . . . . . .           --            --         (.07)            --            -- 
        Income (loss) per common share . . . . . . . . .     $    .79      $    .61     $    .30       $  (1.12)     $   (.71)
                                                                                                                
    Weighted average common shares outstanding . . . . .       60,527        57,843       40,325         30,003        24,407 
                                                                                                                
 Balance Sheet Data                                                                                             
    Working capital  . . . . . . . . . . . . . . . . . .     $ 78,945      $129,172     $124,587       $ 33,771      $ 22,947 
    Total assets . . . . . . . . . . . . . . . . . . . .      821,451       773,090      689,254        272,397       295,722 
    Long-term debt, net of current portion . . . . . . .      159,201       162,466      125,983         23,628        31,437 
    $1.50 preferred stock  . . . . . . . . . . . . . . .           --            --       70,977         70,977        70,977 
    Stockholders' equity <F4>  . . . . . . . . . . . . .      531,249       487,950      383,925        142,512       163,990 



<FN>
<F1>  Amounts have been  restated for  adoption of  Statement of  Financial
      Accounting  Standards No.  109 "Accounting  for  Income Taxes."   See
      Note 1 to the Company's Consolidated Financial Statements.
<F2>  In 1995, the Company  sold its technical services segment  and during
      1993 the Company  sold its supply  segment.  Prior  years results  of
      the technical  services segment  and the  supply   segment have  been
      reclassified for  comparative purposes.   The 1995 results  include a
      gain  of $5.2 million  in connection  with the sale  of the technical
      services segment and the  1993 results include a gain of $2.1 million
      in  connection with the sale of  the supply segment.   See Note 16 to
      the Company's Consolidated Financial Statements.
<F3>  Effective  January  1, 1993,  Penrod  adopted Statement  of Financial
      Accounting   Standards   No.   106,    "Employers'   Accounting   for
      Postretirement Benefits Other  Than Pensions."   See Note  10 to  the
      Company's Consolidated Financial Statements.  
<F4>  The Company has  never paid cash  dividends on its  common stock  and
      has no  plans  to pay  dividends  on its  common  stock in  the  near
      future.
</FN>

/TABLE




Item 7. Management's  Discussion and  Analysis of  Financial Condition  and
Results of Operations

BUSINESS ENVIRONMENT.

   ENSCO  International  Incorporated  (the  "Company")  provides  contract
drilling and marine  transportation services  to the oil  and gas  industry
with operations  in the U.S. Gulf  of Mexico, the North  Sea and Venezuela.
Demand for  the Company's services  is significantly affected  by worldwide
expenditures  for  oil and  gas drilling.    Expenditures for  oil  and gas
drilling  activity  fluctuate  based  upon  many  factors  including  world
economic  conditions, the  legislative environment  in  the U.S.  and other
major countries, production levels  and other activities of OPEC  and other
oil and gas  producers and the impact  that these and other events  have on
the current and expected future pricing of oil and natural gas.  

   Domestic drilling  activity peaked in late-1981  after which  the number
of  working rigs  began  a general  downward  trend through  mid-1992.   An
improvement in natural gas prices in 1992 and 1993 resulted  in the working
rig  count increasing,  especially in  the U.S.  Gulf  of Mexico,  and such
increased activity levels  generally continued through 1995.   However, the
Company's day  rates for its U.S.  Gulf of Mexico rigs  declined throughout
1994, although remaining higher on average than in 1993, and such declining
day rate trend continued through the first half of 1995.  The declining day
rate levels  were  due  primarily  to  the  mobilization  of  a  number  of
competitors'  rigs to the U.S. Gulf of Mexico  in 1994 and the weakening of
domestic natural  gas prices.  Activity levels for U.S. Gulf of Mexico rigs
increased in  the second half of  1995 due, in part,  to increased domestic
natural gas prices during early to mid-1995 with the Company's U.S. Gulf of
Mexico rigs experiencing a  corresponding increase in day rates  during the
second half  of 1995.    Unless there  is  a significant  deterioration  in
domestic  natural gas  prices,  management believes  current  U.S. Gulf  of
Mexico  rig activity levels are  sustainable during 1996.   Management also
believes  that the  demand for  cantilever jackup  rigs, in  particular, is
expected  to  remain  strong due  to  the  increased  level of  development
activity  which requires  cantilevered  drilling  over existing  production
platforms.  Activity levels for the Company's marine transportation vessels
generally  correspond with  activity levels  experienced for  the Company's
U.S. Gulf of Mexico rigs.

   In the North Sea, a  reduction in the number of available rigs has  been
the primary contributing  factor to increased  industry utilization  levels
during 1995.  The increased utilization has led to increased  North Sea day
rates in  1995 for the  industry, including  the Company's North  Sea rigs.
Management believes, based  upon current market conditions,  that North Sea
day  rate and  utilization  levels should  remain  fairly stable  in  1996,
although  lower spot prices for  natural gas in  the United Kingdom present
some uncertainty.  

   The Company's barge  drilling rigs in Venezuela generally  operate under
long-term contracts for the national  oil company.  As a result,  their day
rate and utilization  levels are not  as dependent on  oil and natural  gas
prices.



   Offshore  rig   and  oilfield  supply  vessel  industry  utilization  is
summarized below:



                                          INDUSTRY WIDE AVERAGES <F1>    
                                          YEAR ENDED DECEMBER 31,        
                                          -----------------------
                                           1995    1994     1993 
                                           ----    ----     ---- 
                                                     

   OFFSHORE RIGS
     Gulf of Mexico:
       All rigs:
         Rigs under contract  . . .         134     133      116 
         Total rigs available   . .         176     175      152 
         % Utilization  . . . . . .         76%     76%      76% 

       Jackup rigs:
         Rigs under contract  . . .         107     109       93 
         Total rigs available   . .         140     136      116 
         % Utilization  . . . . . .         76%     80%      80% 

      Worldwide:
        All rigs:
          Rigs under contract   . .         539     536      545 
          Total rigs available  . .         644     661      666 
          % Utilization   . . . . .         84%     81%      82% 

        Jackup rigs:
          Rigs under contract   . .         324     322      332 
          Total rigs available  . .         388     392      394 
          % Utilization   . . . . .         84%     82%      84% 

   OILFIELD SUPPLY VESSELS: <F2>
     Gulf of Mexico:
       Vessels under contract   . .         249     235      213 
       Total vessels available  . .         277     264      247 
       % Utilization  . . . . . . .         90%     89%      86% 

<FN>
<F1>  Industry utilization based on data published by OFFSHORE  DATA
      SERVICES, INC.
<F2>  Excludes utility vessels.
</FN>

/TABLE





RESULTS OF OPERATIONS.

   The  following analysis highlights  the Company's  operating results for
the years indicated (in thousands):



                                                        1995            1994         1993   
                                                       ---------      ---------    ---------
                                                                                
OPERATING RESULTS
      Revenues  . . . . . . . . . . . . . . . .        $279,114       $245,451     $227,410 
      Operating margin  . . . . . . . . . . . .         123,154        110,122       87,954 
      Operating income  . . . . . . . . . . . .          55,195         49,072       35,047 
      Other expense   . . . . . . . . . . . . .          (7,856)        (8,751)      (6,696)
      Provision for income tax  . . . . . . . .          (3,397)        (3,759)      (5,942)
      Minority interest . . . . . . . . . . . .          (2,179)        (2,984)      (6,932)
      Income from continuing operations . . . .          41,763         33,578       15,477 
      Income from discontinued operations . . .           6,296          3,593        3,556 
      Cumulative effect of accounting change,
           net of minority interest . . . . . .              --             --       (2,542)
      Net income  . . . . . . . . . . . . . . .          48,059         37,171       16,491 
      Preferred stock dividend requirements . .              --         (2,135)      (4,260)
      Income applicable to common stock . . . .          48,059         35,036       12,231 

/TABLE






                                                              Year Ended December 31,
                                                       -------------------------------------
                                                         1995           1994         1993   
                                                       ---------      ---------    ---------
                                                                                
REVENUES
      Contract drilling
           Jackup rigs
                United States . . . . . . . . . .      $119,275       $109,012     $ 91,387 
                International . . . . . . . . . .        59,525         37,735       43,532 
                     Total jackup rigs  . . . . .       178,800        146,747      134,919 
           Barge drilling rigs - Venezuela  . . .        61,975         48,227       28,966 
                Total offshore rigs . . . . . . .       240,775        194,974      163,885 
           Land rigs <F1> . . . . . . . . . . . .            --         12,807       28,235 
                Total contract drilling . . . . .       240,775        207,781      192,120 

      Marine transportation
           AHTS <F2>  . . . . . . . . . . . . . .        14,421         14,743       12,673 
           Supply . . . . . . . . . . . . . . . .        20,143         19,362       18,251 
           Mini-supply  . . . . . . . . . . . . .         3,775          1,701        1,747 
                Subtotal  . . . . . . . . . . . .        38,339         35,806       32,671 
           Utility <F3> . . . . . . . . . . . . .            --          1,864        2,619 
                Total marine transportation . . .        38,339         37,670       35,290 

           Total  . . . . . . . . . . . . . . . .      $279,114       $245,451     $227,410 

OPERATING MARGIN <F4>
      Contract drilling
           Jackup rigs
                United States . . . . . . . . . .      $ 46,366       $ 49,607     $ 42,635 
                International . . . . . . . . . .        23,062         15,749       12,830 
                     Total jackup rigs  . . . . .        69,428         65,356       55,465 
           Barge drilling rigs - Venezuela  . . .        39,017         31,720       18,354 
                Total offshore rigs . . . . . . .       108,445         97,076       73,819 
           Land rigs <F1> . . . . . . . . . . . .          (228)           481        3,677 
                 Total contract drilling  . . . .       108,217         97,557       77,496 

      Marine transportation
           AHTS <F2>  . . . . . . . . . . . . . .         7,353          6,022        3,458 
           Supply . . . . . . . . . . . . . . . .         6,709          6,877        6,653 
           Mini-supply  . . . . . . . . . . . . .           875            585          745 
                Subtotal  . . . . . . . . . . . .        14,937         13,484       10,856 
           Utility <F3> . . . . . . . . . . . . .            --           (919)        (398)
                Total marine transportation . . .        14,937         12,565       10,458 

           Total  . . . . . . . . . . . . . . . .      $123,154       $110,122     $ 87,954 

<FN>
<F1>  United States and international land rigs are combined.  The Company sold all but one of its land rigs in 1994.  
<F2>  Anchor handling tug supply vessels.
<F3>  As of December 31, 1994, the Company no longer had utility vessels available for work.
<F4>  Defined as operating revenues less operating expenses, exclusive of depreciation and general and administrative expenses.
</FN>
/TABLE



   The  consolidated  revenues,  operating  margin   and  operating  income
(defined as operating  revenues less operating  expenses, depreciation  and
general and administrative expenses)  of the Company for 1995  increased as
compared to 1994 due primarily  to a full year of operation of six drilling
rigs which commenced operations in Venezuela  and the North Sea during 1994
and  an increase  in North  Sea average  day rates.   These  increases were
offset, in  part, by decreased U.S.  Gulf of Mexico jackup  rig average day
rates and by the unavailability of  three of the Company's jackup rigs that
were undergoing  modifications and enhancements  for the majority  of 1995.
The Company's 1995 revenues were reduced, while operating income increased,
due to the  sale of substantially all of the  Company's land rig operations
in 1994.  Operating income for 1995 was  reduced by additional depreciation
expense  associated with additional rigs  added to the  Company's fleet and
depreciation associated  with major modifications and  enhancements of rigs
and vessels in 1995.

   The Company's increases  in consolidated revenues, operating  margin and
operating income in 1994 as compared to 1993 are  primarily attributable to
higher  average U.S. Gulf  of Mexico day  rates for the  Company's contract
drilling  and marine transportation segments, the  addition of six drilling
rigs in 1994  and a full year of  operation from four rigs  constructed and
placed  into service in the first half  of 1993.  Operating income was also
positively impacted by  lower general and administrative  costs but reduced
by additional depreciation and amortization expense.

   CONTRACT DRILLING.   The  Company's contract drilling segment  currently
consists  of 24 jackup rigs,  of which 18  are located in the  U.S. Gulf of
Mexico and six in the North Sea, and 10 barge drilling rigs located on Lake
Maracaibo,  Venezuela.   As  of  February  20, 1996,  all  but  two of  the
Company's U.S. Gulf of Mexico  jackup rigs, all of the Company's  North Sea
jackup rigs and eight of the Company's ten barge drilling rigs in Venezuela
were operating or were  committed under contract.   One of the  uncommitted
U.S. Gulf  of Mexico  jackup rigs,  which was  acquired from  the Company's
joint venture partner in late 1995 as discussed in Note 4 to  the Company's
Consolidated Financial Statements, is undergoing major modifications and is
expected  to be available  for work  in the  second quarter  of 1996.   The
second uncommitted U.S. Gulf of Mexico jackup rig, which was  damaged as it
was  preparing  to jack  up  on  a new  location  in  mid-January 1996,  is
currently undergoing repairs  and is expected to  be available for work  in
mid-1996.    The  two uncommitted  barge  drilling  rigs  in Venezuela  are
undergoing modifications and the Company is currently in final negotiations
with Lagoven, S.A. ("Lagoven"), a subsidiary of the Venezuelan national oil
company, for the rigs to begin operating in the second quarter of 1996.    

   The Company's U.S. Gulf of  Mexico jackup rigs operate  under relatively
short-term agreements with  contract durations normally  not exceeding  six
months.  Four  of the Company's six North  Sea jackup rigs operate,  or are
committed  under  contract,  for  a  joint venture  of  major  oil  and gas
exploration companies  and  are  expected to  work  under  these  contracts
through 1996, however, the joint venture may terminate any of the contracts
with six  months notice.  The  remaining two North Sea  jackup rigs operate
under relatively short-term contracts with contract durations normally  not
exceeding six months.  The  Company's eight committed  barge  drilling rigs
in  Venezuela operate under five-year  contracts expiring in  1998 and 1999
for Lagoven.  The contracts with Lagoven for the eight  barge drilling rigs
afford Lagoven the  option to buy each of the rigs  during or at the end of
the contracts.


   The  following  analysis  highlights  the  Company's  contract  drilling
segment offshore  operating days (days for which  the rig is under contract
earning revenue) for the years indicated:

                                          1995   1994    1993 
                                         ------ ------  ------

   U.S. Gulf of Mexico jackup rigs        5,642  5,063   4,558
   International jackup rigs              1,337  1,496   1,691
   Venezuela barge drilling rigs          3,147  3,479   2,393
                                         ------ ------  ------
                                         10,126 10,038   8,642
                                         ====== ======  ======

   For the year ended  December 31, 1995, revenues  for the Company's  U.S.
Gulf of Mexico  jackup rigs increased by 9% and  operating margin decreased
by 7% as  compared to 1994.   The revenue increase  is primarily due to  an
increase in  operating  days  related  to the  relocation  of  two  of  the
Company's  international  jackup rigs  to the  U.S.  Gulf of  Mexico, which
commenced operations  in the  third quarter  of 1994 and  early 1995  after
undergoing modifications  and  enhancements.    The  revenue  increase  was
partially offset  by,  and  the operating  margin  decrease  was  primarily
attributable to, a decrease of approximately $1,000 in average day rates.  

   The  Company's  revenues  and  operating  margin  for  its  jackup  rigs
operating  in  the  U.S.  Gulf  of   Mexico  increased  by  19%  and   16%,
respectively, for  the year ended December 31, 1994 compared to 1993 due to
higher  average  day  rates of  approximately  $1,500  and  an increase  in
operating days primarily related to the relocation of four of the Company's
international jackup  rigs to the U.S. Gulf of Mexico during 1993 and 1994.
The   improved  1994  results  were  offset  partially  by  a  decrease  in
utilization from the prior year. 

   Revenues and  operating margin  for the  Company's international  jackup
rigs increased  by 58% and 46%,  respectively, in 1995 as  compared to 1994
due primarily to an increase of approximately $18,000 in average day rates.
Revenues  in  1995 also  benefitted  from the  Company  assuming operation,
effective  January 1,  1995, of  two jackup  rigs that  previously operated
under bareboat charters.   The  revenue increase  was offset,  in part,  by
reduced operating days primarily due to the mobilization of two jackup rigs
to the U.S. Gulf  of Mexico, one in the  third quarter of 1994  from Brazil
and one  which began mobilizing in  the fourth quarter of  1994 from Dubai.
These  rigs were  included  in the  international  jackup rig  results  for
substantially  all of  the  year ended  December  31, 1994.    The cost  to
mobilize the two jackup rigs totalled $3.5 million  and was charged against
1994 earnings.  Two of  the Company's  jackup rigs located in the North Sea
were off  contract undergoing  modifications  and enhancements  during  the
majority of 1995.  A North Sea jackup rig acquired by the Company  in March
1995  completed its  bareboat  charter contract  in  February 1996  and  is
currently  undergoing modifications  and enhancements.   The  rig is  under
contract  to  commence  operations  immediately  upon  completion  of   the
modifications and enhancements, which is expected in April 1996.    

   For  the  year ended  December  31,  1994,  revenues  for the  Company's
international jackup rigs decreased  by 13% and operating  margin increased
by 23% as compared to 1993.  The revenue decrease is primarily attributable
to reduced operating days related to the mobilization of five international



jackup rigs to  the U.S. Gulf  of Mexico,  three in the  second, third  and
fourth quarters of  1993 from the  North Sea, one in  the third quarter  of
1994 from Brazil and one  in the fourth quarter of 1994 from  Dubai.  These
rigs were included in the international jackup rig results for a portion or
all  of  the year  ended  December  31, 1993.    The  revenue decrease  was
partially  offset  by,  and  the operating  margin  increase  was primarily
attributable  to, two North Sea  jackup rigs acquired  in mid-February 1994
that operated under bareboat charter agreements. 

   Revenues and operating  margin from the Company's barge drilling rigs in
Venezuela  increased by  29%  and 23%,  respectively,  for the  year  ended
December 31,  1995 as  compared to  1994 due  primarily to  a full  year of
operation of four  barge drilling rigs  that began operating  in the  third
quarter of  1994 offset, in  part, by two  of the Company's  barge drilling
rigs completing their contracts in the second quarter of 1995 and remaining
idle through the end of 1995.  The Company's revenues  and operating margin
from  its  barge drilling  rigs  in  Venezuela increased  by  66%  and 73%,
respectively, for  the year ended  December 31,  1994 as  compared to  1993
primarily  due to  the addition of  four barge  drilling rigs  in the third
quarter  of 1994  and a full  year's contribution from  four barge drilling
rigs that began operating in March through June of 1993.   

   The Venezuelan currency experienced  significant devaluation during  the
first half of  1994.  In  June 1994, the Venezuelan  government established
exchange  control  policies  and  severely  restricted  the  conversion  of
Venezuelan  currency to  U.S.  dollars.    In  late  1995,  the  Venezuelan
government further  devalued  the  Venezuelan  currency  against  the  U.S.
dollar.  To date, the Company has  not experienced problems associated with
receiving  U.S. dollar payments with respect  to the U.S. dollar portion of
its  contracts with  Lagoven.   Changes in  these conditions,  other policy
enactments, or political  developments in Venezuela  could have an  adverse
effect  upon the  Company.   However,  the  Company believes  such  adverse
effects are  not probable  due to the  volume of U.S.  dollars paid  to the
parent company of Lagoven for its oil exports.  

   The Company sold substantially all  of its land rig operations  in 1994.
Revenues  and operating  margin for  the Company's  land rigs for  the year
ended  December 31,  1994  decreased by  $15.4  million and  $3.2  million,
respectively, compared to 1993 primarily as a result of the sales.

   On January 25,  1996, the Company entered  into a letter of  intent with
DUAL  DRILLING COMPANY ("Dual") under which the Company would acquire Dual,
subject  to certain  conditions.   Dual currently  operates a  fleet  of 20
offshore drilling  rigs, including  10 jackup  rigs  and 10  self-contained
platform rigs.   Twelve of Dual's  rigs are currently located  in the U.S.,
with three jackup rigs and seven platform  rigs located in the U.S. Gulf of
Mexico and two platform rigs off the coast of California.  The remainder of
Dual's  fleet  is currently  located  in  international  waters, with  rigs
offshore India, Mexico,  Qatar, Indonesia  and China.   The transaction  is
subject to execution of definitive agreements, approval by the stockholders
of Dual  and requisite governmental  and other approvals.   Subject  to the
satisfaction of these  conditions, closing of  the transaction is  expected
before June 30, 1996.



   MARINE   TRANSPORTATION.       The   Company  currently  has   a  marine
transportation fleet of 37  vessels, consisting of six anchor  handling tug
supply  vessels, 23 supply vessels  and eight mini-supply  vessels.  All of
the Company's marine  transportation vessels are  currently located in  the
U.S.  Gulf  of  Mexico.    Contract  durations  for  the  Company's  marine
transportation vessels are relatively short-term and normally do not exceed
six months.  

   In December  1995,  the Company  purchased  six  supply vessels  in  two
separate  transactions.    Four  of  the   supply  vessels  purchased  were
previously operated under operating lease agreements.  See Notes 3 and 5 to
the  Company's Consolidated Financial Statements.  In the fourth quarter of
1994, the  Company entered into an agreement  with an unrelated third party
to  purchase a supply vessel, convert four of the Company's utility vessels
into four larger  mini-supply vessels and assign  ownership of four  of the
Company's utility vessels to the unrelated  third party.  The conversion of
the four utility  vessels into  mini-supply vessels was  completed in  mid-
1995.    In 1994,  the Company  also sold  one utility  boat and  converted
another to a mini-supply vessel.

   During 1992, the Company mobilized  six marine vessels to  Singapore for
work possibilities.  Two of the vessels returned to the U.S. Gulf of Mexico
in 1993.  The Company chartered  the remaining four vessels in Singapore to
a 50%  owned joint venture beginning  in August 1993.   The Singapore joint
venture was terminated in May 1994 and three of the  vessels were mobilized
to the U.S. Gulf of Mexico.  The remaining vessel, a utility boat, was sold
effective June  30, 1994.   The charter  fees from the  joint venture  were
recorded as operating revenue by the Company and the Company's 50% interest
in the  results of the  joint venture operations  were reported  in "Income
From Equity  Affiliates."   During most of  1993 the  Company operated  two
anchor handling vessels offshore Brazil.   One vessel returned to  the U.S.
Gulf of  Mexico in the fourth quarter of 1993 and the other vessel returned
to the U.S. Gulf of Mexico in February 1994.

   Revenues  and operating margin  for the  Company's marine transportation
vessels increased  by 2% and 19%, respectively, in 1995 as compared to 1994
due primarily to  increased utilization for  the Company's anchor  handling
tug supply vessels.  The 1995 operating margin also benefitted from exiting
the  unprofitable  utility vessel  business in  late  1994.   The Company's
revenues and operating margin for its marine transportation vessels in 1994
increased by 7% and 20%, respectively, as compared to 1993 due primarily to
increased average day rates for  the Company's U.S. Gulf of  Mexico vessels
and improved work opportunities in the latter part of 1994 for three of the
Company's vessels that returned to the U.S. Gulf of Mexico from Singapore. 

   DEPRECIATION  AND  AMORTIZATION.         Depreciation  and  amortization
expense for the year ended December 31, 1995 increased by 13% from 1994 due
primarily  to a  full year  of  depreciation on  four  barge drilling  rigs
delivered to  Venezuela in July through  September of 1994, a  full year of
depreciation  on two North Sea  jackup rigs acquired  in mid-February 1994,
depreciation  on  a  North  Sea  jackup  rig  acquired  in March  1995  and
depreciation associated  with major modifications and  enhancements of rigs
and vessels  in 1995.  See  Note 3 to the  Company's Consolidated Financial
Statements.    The above  increases  were  offset by  reduced  depreciation
associated with the sale of substantially all of the Company's land rigs in
1994.  




   In connection  with  the Company's  rig  upgrade  program in  1995,  the
remaining useful lives of  certain of the Company's jackup  rigs, for which
major enhancements were performed,  were extended to twelve years  from the
time  each respective  rig  left  the  shipyard  to  better  reflect  their
remaining  economic  lives.   See  Note  1  to  the Company's  Consolidated
Financial Statements.  

   Depreciation and  amortization expense for  the year ended December  31,
1994 increased by 26% from 1993.  The increase is primarily attributable to
a full  year of  depreciation and  amortization related  to the  step-up in
basis  of  the  assets  acquired  in  the  acquisition  of  Penrod  Holding
Corporation  ("Penrod"), a full year of depreciation on four barge drilling
rigs  delivered to Venezuela in March through June of 1993, depreciation on
four  additional barge drilling rigs delivered to Venezuela in July through
September of 1994 and depreciation on two North Sea jackup rigs acquired in
mid-February  1994.   See  Notes  1  and 2  to  the  Company's Consolidated
Financial Statements.  Depreciation expense in 1994 was reduced by the sale
of substantially all of the Company's land rigs during 1994.  

   GENERAL AND  ADMINISTRATIVE.    General and  administrative expense as a
percentage of  revenue in 1995 was  comparable to the 1994  level.  General
and administrative expense for  the year ended December 31,  1994 decreased
significantly from the prior year due primarily to the benefits realized in
1994 from integrating  Penrod's general and  administrative functions  into
the Company following the acquisition of Penrod in August 1993. 

   OTHER INCOME (EXPENSE).    Other income (expense)  for each of the three
years in the period ending December 31, 1995 was as follows (in thousands):

                                        1995       1994        1993  
                                      ---------  ---------   --------

   Interest income  . . . . . . .     $  6,310   $  5,252    $ 2,816 
   Interest expense   . . . . . .      (16,564)   (13,377)    (9,917)
   Income from equity affiliates           200        607        432 
   Other, net   . . . . . . . . .        2,198     (1,233)       (27)
                                      ---------  ---------   --------
                                      $ (7,856)  $ (8,751)   $(6,696)
                                      =========  =========   ========

   The Company reported an  increase in interest income in 1995 as compared
to 1994 primarily  related to  increased average interest  rates more  than
offsetting  the effect  of lower  average cash  balances.   Interest income
increased in 1994 as compared to 1993 due to higher average cash levels and
increased interest rates. 

   Interest expense increased in 1995 as compared  to 1994, and in 1994  as
compared to 1993, primarily due to  costs associated with  the financing of
four barge drilling  rigs added in Venezuela  in July through September  of
1994 and  costs associated with  the financing of four  barge drilling rigs
added in  Venezuela in  March  through June  of 1993.  See  Note 6  to  the
Company's Consolidated Financial Statements.  



   The Company  reported under "Other,  net" income in 1995  as compared to
net expense in 1994 due primarily to gains  on the sale of foreign currency
denominated securities and decreased foreign currency translation losses in
1995.  "Other, net" expense of the Company increased in 1994 as compared to
1993 due primarily to non-recurring miscellaneous income items in 1993.  

   PROVISION  FOR INCOME TAXES.     For  the years ended December 31, 1995,
1994 and  1993 the  Company recorded provisions  for income  taxes of  $3.4
million,  $3.8  million  and  $5.9  million,  respectively,  resulting   in
effective  tax rates of 7.2%, 9.3% and  21.0%, respectively.  The Company's
effective  tax rate  varies between  years due  primarily to  the Company's
level of profitability, the expected utilization or non-utilization of U.S.
net operating  loss  carryforwards,  foreign taxes  and  the  recording  of
deferred  taxes.   See  Note 11  to  the Company's  Consolidated  Financial
Statements.  

   MINORITY  INTEREST.      The minority interest of  $2.2 million and $3.0
million  in  1995   and  1994,  respectively,  consists   of  the  minority
shareholder's interest in  the net  income of  ENSCO Drilling  (Caribbean),
Inc. ("Caribbean").  In March 1995, the Company purchased an additional 15%
equity interest in  Caribbean from the minority shareholder  decreasing the
minority shareholder's  ownership interest  to 15%.   Minority interest  of
$6.9 million for the year ended  December 31, 1993 consists of $4.5 million
related to  the preacquisition  earnings  of the  64% of  Penrod which  the
Company did not  own prior to  the acquisition of  Penrod and $2.4  million
related  to  the  minority shareholder's  interest  in  the  net income  of
Caribbean.  See Note 1 to the Company's Consolidated Financial Statements.

   INCOME FROM  DISCONTINUED OPERATIONS.     Effective  September 30, 1995,
the  Company exited  the technical  services business  through the  sale of
substantially  all  of the  assets of  its  wholly owned  subsidiary, ENSCO
Technology  Company, for  total consideration  of $19.8  million, including
liabilities of $1.9 million assumed by the purchaser.  In 1993, the Company
completed  a  series  of   transactions  that  resulted  in  the   sale  of
substantially all of the Company's supply business, conducted by its wholly
owned  subsidiary, ENSCO  Tool  and Supply  Company,  for net  proceeds  of
approximately $12.3  million.   As   a result  of  these transactions,  the
Company's financial  statements were reclassified to  present the Company's
technical services and  supply segments as discontinued operations  for all
years  presented.  Included in the 1995 Income from Discontinued Operations
is a gain on  the sale of the  technical services business of  $5.2 million
and income  from operations of the technical services business for the nine
months  ended  September  30, 1995.    The  1994  Income from  Discontinued
Operations  consists of  income from  operations of the  technical services
business.   Included in  the 1993 Income from  Discontinued Operations is a
gain on  the sale  of the supply  business of $2.1  million and  results of
operations  of  the  supply  business  and  technical  services   business.
Revenues from the  technical services operations were $13.4  million, $16.5
million  and  $18.8  million in  1995,  1994  and  1993, respectively,  and
revenues from the  supply operations were $22.2 million in  1993.  See Note
16 to the Company's Consolidated Financial Statements.


   CUMULATIVE EFFECT  OF ACCOUNTING  CHANGE, NET OF  MINORITY INTEREST.    
Effective January 1, 1993, Penrod adopted Statement of Financial Accounting
Standards  No.   106  ("SFAS   No.   106"),  "Employers'   Accounting   for
Postretirement Benefits Other  Than Pensions,"  which requires the accrual,
during the year the employee renders  the service, of the estimated cost of
providing postretirement  non pension  benefit  payments.   The  cumulative
effect  after taxes  and minority  interest on  the Company  resulting from
Penrod's adoption  of SFAS No. 106  was $2.5 million ($.07  per share after
the reverse  stock split).    See Note  10  to the  Company's  Consolidated
Financial Statements.

   PREFERRED  STOCK DIVIDEND  REQUIREMENTS.       Preferred stock dividends
decreased to $2.1 million for the year ended December 31,  1994 as compared
to $4.3  million in  1993 due  to the conversion/redemption  of all  of the
Company's preferred  stock in August  1994.   See Note 7  to the  Company's
Consolidated Financial Statements.

LIQUIDITY AND CAPITAL RESOURCES.

   CASH FLOW AND CAPITAL EXPENDITURES.

                                                Year Ended December 31,  
                                             -----------------------------
                                               1995      1994      1993  
                                             --------  --------   -------

   Cash flow from operations  . . . . . .    $ 84,565  $109,217   $56,390
   Capital expenditures, excluding the
     acquisition of Penrod and discontinued
     operations:
        Sustaining  . . . . . . . . . . .    $ 11,335  $ 22,201   $11,910
        Enhancements  . . . . . . . . . .     109,706    10,301      -   
        New Construction  . . . . . . . .         911    62,206    69,886
        Acquisitions  . . . . . . . . . .      21,278    55,650      -   
                                             --------  --------   -------
                                             $143,230  $150,358   $81,796
                                             ========  ========   =======

   Cash  flow  from operations  in 1995  as compared  to 1994  decreased by
$24.7 million, or 23%, due primarily to an increase  in accounts receivable
offset partially  by improved operating  results. The increase  in accounts
receivable is  due primarily to increased revenue levels at the end of 1995
as compared  to  the  end  of  1994 and  the  Company  assuming  operation,
effective January  1, 1995, of  two North  Sea jackup rigs  that previously
operated under  bareboat charter contracts  for which the  bareboat charter
fees were paid in advance.  Cash  flow from operations in 1994 increased by
$52.8 million, or 94%, compared to 1993.  The increase in 1994 cash flow is
primarily  a result  of  improved  operating  results  and  a  full  year's
contribution from the cash flow of the ex-Penrod operations.  

   The Company's  consolidated statement of cash  flows for  the year ended
December 31, 1993 includes  the cash and  cash equivalents acquired in  the
acquisition of Penrod in August  1993, plus the cash provided  by operating
activities of Penrod subsequent  to the acquisition.   The cash flows  from
investing and financing activities of Penrod subsequent to the acquisition,
including  capital  expenditures  for  property  and  equipment,  long-term
borrowings, and repayments of long-term borrowings, are also included in


the  Company's  consolidated statement  of cash  flows  for the  year ended
December 31, 1993.   The cash  provided by operating  activities of  Penrod
prior to  the acquisition of Penrod  and the cash flows  from investing and
financing activities of  Penrod prior to the acquisition of Penrod have not
been included in  the Company's consolidated statement of cash  flows.  See
Note 2 to the Company's Consolidated Financial Statements.

   The Company's capital  expenditures for the year ended December 31, 1995
included  $109.7 million  for  modification and  enhancements  of rigs  and
vessels and  $12.8 million  associated with  the purchase  of a jackup  rig
located in  the North Sea.   Capital  expenditures for 1994  included $62.2
million  for the  construction of  four barge  drilling rigs  delivered for
operation in Venezuela in July through September of 1994 and  $55.7 million
for the  purchase  of  two jackup  rigs  located in  the  North Sea.    The
Company's  capital  expenditures  for  the  year  ended December  31,  1993
included  $65.7 million in connection  with the construction  of four barge
drilling rigs that commenced operations in Venezuela in 1993.

   Management anticipates  that capital expenditures in 1996, excluding any
amounts  associated with  Dual,  will be  approximately  $30.0 million  for
existing operations, $13.0  million related to a deferred  purchase payment
on a  North Sea jackup rig  acquired in March  1995 and  $70.0  million for
upgrades and  enhancements of  rigs and  vessels.    The Company  may spend
additional funds to  acquire rigs or  vessels in 1996, depending  on market
conditions and opportunities. 

   During  1994,  the  Company  sold  substantially  all  of  its  land rig
operations for aggregate proceeds  of $23.0 million, consisting of  cash, a
promissory  note  which  was   repaid  prior  to  December  31,   1994  and
receivables.

   FINANCING  AND CAPITAL  RESOURCES.       The  Company's  long-term debt,
total  capital  and  debt  to  capital  ratios  are  summarized  below  (in
thousands, except percentages):

                                                   At December 31,      
                                            ----------------------------
                                              1995      1994      1993  
                                            --------  --------  --------

   Long-term debt   . . . . . . . . . .     $159,201  $162,466  $125,983
   Total capital  . . . . . . . . . . .      690,450   650,416   580,885
   Long-term debt to total capital  . .        23.1%     25.0%     21.7%

   The  decrease in  long-term debt  in  1995 as  compared  to 1994  is due
primarily to scheduled repayments offset partially by increased  borrowings
under  an  amended and  restated  loan  arrangement.   See  Note  6 to  the
Company's  Consolidated Financial  Statements.   The  total capital  of the
Company  increased  in 1995  as  compared  to  1994  due primarily  to  the
profitability  of  the  Company  offset partially  by  repurchases  of  the
Company's common stock.  See Note 8 to the Company's Consolidated Financial
Statements.

   The increase in  long-term debt in  1994 as compared  to 1993  primarily
relates to  an additional $76.5  million borrowed  by Caribbean, on  a non-
recourse basis to the Company, in connection with  the construction of four
barge drilling rigs which were completed and placed into service in the



third quarter  of  1994.   This increase  in long-term  debt was  partially
offset  by  scheduled  repayments  and  the  redemption  of  the  Company's
convertible  subordinated debentures in March  1994.  The  total capital of
the Company increased in 1994  as compared to 1993 due primarily to the net
increase in long-term debt as discussed  above and the profitability of the
Company.  

   On January  25, 1996,  the Company entered  into a  letter of intent  to
acquire  Dual,  subject   to  certain  conditions.     Under  the  proposed
transaction, Dual's common stockholders  would receive 0.625 shares  of the
Company's common  stock for each  share of  Dual common stock,  which would
result in the issuance of approximately 9.9 million shares of the Company's
common  stock.   The  transaction is  subject  to execution  of  definitive
agreements, approval by the stockholders of Dual and requisite governmental
and  other approvals.   Subject  to the  satisfaction of  these conditions,
closing of the transaction is expected before June 30, 1996.

   The  Company had  a $64.0  million undrawn  revolving line  of credit at
December 31, 1995.   The revolver is reduced  semi-annually by $6.0 million
with  the remaining  line expiring  in October  2001.   See Note  6 to  the
Company's Consolidated Financial Statements.

    In  August  1994, the  Company  issued  a  redemption  notice  for  the
2,839,110   outstanding   shares  of   its  $1.50   Cumulative  Convertible
Exchangeable Preferred Stock ("$1.50 Preferred Stock"), which was also  the
number   of  shares  outstanding  at   December  31,  1993.     Holders  of
substantially all of  the $1.50 Preferred Stock elected to  convert each of
their shares into approximately 1.786 shares of the Company's common stock.
See Note 7 to the Company's Consolidated Financial Statements.

    The Company's liquidity  position is summarized in the table  below (in
thousands, except ratios):

                                                   At December 31,      
                                            ----------------------------
                                              1995      1994      1993  
                                            --------  --------  --------

   Cash and short-term investments  . .     $ 82,064  $153,720  $128,057
   Working capital  . . . . . . . . . .       78,945   129,172   124,587
   Current ratio  . . . . . . . . . . .          1.9       2.5       3.0

   Based  on current energy  industry conditions,  management believes cash
flow  from  operations,  the Company's  existing  credit  facility  and the
Company's  working capital should be sufficient to fund the Company's short
and long-term liquidity needs.  

OTHER MATTERS. 

   In  1995,  the   Company  adopted  Statement  of   Financial  Accounting
Standards  No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of," which did not have an impact upon
the Company.  As required,  the Company evaluates the realizability  of its
long-lived  assets, including  property and  equipment and  goodwill, based
upon expectations of undiscounted cash flows and operating income.



   In  October  1995,  the  Financial  Accounting  Standards  Board  issued
Statement  of Financial  Accounting  Standards No.  123  ("SFAS No.  123"),
"Accounting for Stock-Based Compensation," which establishes accounting and
reporting standards for various  stock based compensation plans.   SFAS No.
123 encourages the adoption of a  fair value based method of accounting for
employee stock options, but permits continued application of the accounting
method prescribed  by Accounting Principles Board Opinion  No. 25 ("Opinion
25"), "Accounting for Stock  Issued to Employees."  Entities  that continue
to apply  the provisions of Opinion  25 must make pro  forma disclosures of
net  income and earnings  per share  as if the  fair value based  method of
accounting had been applied.   The Company will adopt SFAS No.  123 in 1996
and currently expects to continue to account for its employee stock options
in accordance with the provisions of Opinion 25.

   On February 21,  1995, the Board of  Directors of the Company  adopted a
shareholder  rights plan  and declared  a dividend  of one  preferred share
purchase right (a  "Right") for each  share of  the Company's common  stock
outstanding on  March 6, 1995.  Each Right initially entitles its holder to
purchase 1/100th of a share of the Company's Series A Junior  Participating
Preferred  Stock for $50.00, subject  to adjustment.   The Rights generally
will not become exercisable  until 10 days after a public announcement that
a person or group  has acquired 15% or  more of the Company's common  stock
(thereby becoming an "Acquiring Person") or the commencement of a tender or
exchange offer upon  consummation of which  such person or group  would own
15% or more of the Company's common  stock (the earlier of such dates being
called the "Distribution Date").  Rights  will be issued with all shares of
the Company's  common stock issued from  March 6, 1995 to  the Distribution
Date.  Until  the Distribution Date,  the Rights will  be evidenced by  the
certificates  representing  the   Company's  common  stock   and  will   be
transferrable only with the Company's common stock.  If any person or group
becomes an  Acquiring Person,  each Right,  other than Rights  beneficially
owned  by the  Acquiring Person  (which will  thereupon become  void), will
thereafter  entitle its  holder to  purchase, at  the Right's  then current
exercise price, shares of the Company's common stock  having a market value
of two times the exercise price of the Right.  If, after a person  or group
has become  an Acquiring Person,  the Company  is acquired in  a merger  or
other  business combination  transaction or  50% or  more of its  assets or
earning power are sold, each Right (other than Rights owned by an Acquiring
Person which will have become void) will entitle its holder to purchase, at
the Rights  then current exercise  price, that number  of shares  of common
stock of  the person  with whom  the Company has  engaged in  the foregoing
transaction (or its parent) which at the time of such transaction will have
a market  value of two times  the exercise price  of the Right.   After any
person or  group  has  become an Acquiring  Person, the Company's  Board of
Directors may, under certain circumstances, exchange each Right (other than
Rights of the  Acquiring Person) for  shares of the Company's  common stock
having a  value equal  to the  difference between the  market value  of the
shares of the  Company's common stock receivable upon exercise of the Right
and  the  exercise price  of  the Right.    The Company  will  generally be
entitled to redeem the Rights for $.01  per Right at any time until 10 days
after  a public announcement  that a 15%  position has been  acquired.  The
Rights expire on February 21, 2005. 



Item 8. Financial Statements and Supplementary Data.

                     REPORT OF INDEPENDENT ACCOUNTANTS
                     ----------------------------------

To  the  Board  of  Directors  and  Stockholders   of  ENSCO  International
Incorporated

    In our opinion, based upon our audits and the report of other auditors,
the accompanying consolidated  balance sheet and  the related  consolidated
statements of  income and  of cash  flows present  fairly, in  all material
respects, the financial  position of ENSCO  International Incorporated  and
its subsidiaries  at December 31, 1995  and 1994, and the  results of their
operations and their cash flows for  each of the three years in the  period
ended December 31, 1995, in  conformity with generally accepted  accounting
principles.    These financial  statements  are the  responsibility  of the
Company's  management; our responsibility is to express an opinion on these
financial statements based on our  audits.  We did not audit  the financial
statements  of  the  Company's Venezuelan  operations  for  the year  ended
December  31, 1993, which statements reflect  total revenues of $28,970,000
for the year then  ended. Those statements were  audited by other  auditors
whose report  thereon has been furnished  to us, and our  opinion expressed
herein,  insofar as it  relates to the  amounts included  for the Company's
Venezuelan operations, is based solely on the report of the other auditors.
We  conducted our audits of  these statements in  accordance with generally
accepted  auditing standards  which require  that we  plan and  perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes examining,  on a test
basis, evidence  supporting the amounts  and disclosures  in the  financial
statements,  assessing  the  accounting  principles  used  and  significant
estimates  made  by  management,  and  evaluating  the  overall   financial
statement presentation.   We believe  that our audits  and report of  other
auditors provide a reasonable basis for the opinion expressed above.

    As discussed  in Note  10, in  1993 the  Company changed its  method of
accounting for postretirement benefits other than pensions.



Dallas, Texas
February 2, 1996


             ENSCO INTERNATIONAL INCORPORATED AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEET
                  (in thousands, except for share amounts)

                                                         December 31,     
                                                     -------------------  
                                                       1995       1994    
                                                     --------   --------  
                                   ASSETS
CURRENT ASSETS 
  Cash and cash equivalents . . . . . . . . . . .    $ 77,064   $147,851  
  Short-term investments  . . . . . . . . . . . .       5,000      5,869  
  Accounts and notes receivable, net  . . . . . .      60,796     36,479  
  Prepaid expenses and other  . . . . . . . . . .      22,893     17,593  
  Net assets of discontinued operations . . . . .          --      7,862  
    Total current assets  . . . . . . . . . . . .     165,753    215,654  

INVESTMENT IN EQUITY AFFILIATE  . . . . . . . . .          --      6,970  

PROPERTY AND EQUIPMENT, AT COST . . . . . . . . .     818,266    652,573  
  Less accumulated depreciation . . . . . . . . .     185,334    129,129  
    Property and equipment, net . . . . . . . . .     632,932    523,444  

OTHER ASSETS  . . . . . . . . . . . . . . . . . .      22,766     27,022  
                                                     $821,451   $773,090  
                                                     ========   ========  

                    LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable  . . . . . . . . . . . . . . .    $  8,936   $ 12,509  
  Accrued liabilities . . . . . . . . . . . . . .      45,820     33,223  
  Current maturities of long-term debt  . . . . .      32,052     40,750  
    Total current liabilities . . . . . . . . . .      86,808     86,482  

LONG-TERM DEBT  . . . . . . . . . . . . . . . . .     159,201    162,466  

DEFERRED INCOME TAXES . . . . . . . . . . . . . .      26,800     22,989  

OTHER LIABILITIES . . . . . . . . . . . . . . . .      17,393     13,203  

COMMITMENTS AND CONTINGENCIES . . . . . . . . . . 

STOCKHOLDERS' EQUITY
  Common stock, $.10 par value, 125.0 million 
    shares authorized, 66.9 million and 66.6 
    million shares issued . . . . . . . . . . . .       6,689      6,657  
  Additional paid-in capital  . . . . . . . . . .     615,644    612,318  
  Accumulated deficit   . . . . . . . . . . . . .     (23,598)   (71,657) 
  Restricted stock (unearned compensation)  . . .      (5,263)    (5,518) 
  Cumulative translation adjustment . . . . . . .      (1,086)    (1,210) 
  Treasury stock at cost, 6.3 million and 5.6
    million shares  . . . . . . . . . . . . . . .     (61,137)   (52,640) 
     Total stockholders' equity   . . . . . . . .     531,249    487,950  
                                                     $821,451   $773,090  
                                                     ========   ========  

The accompanying notes are an integral part of these financial statements.


             ENSCO INTERNATIONAL INCORPORATED AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF INCOME
                   (in thousands, except per share data)
                                      

                                               Year Ended December 31,    
                                             ---------------------------- 
                                               1995      1994      1993   
                                             --------  --------  -------- 
REVENUES
   Contract drilling  . . . . . . . . . .    $240,775  $207,781  $192,120 
   Marine transportation  . . . . . . . .      38,339    37,670    35,290 
                                              279,114   245,451   227,410 

OPERATING EXPENSES
   Contract drilling  . . . . . . . . . .     132,558   110,224   114,624 
   Marine transportation  . . . . . . . .      23,402    25,105    24,832 
   Depreciation and amortization  . . . .      58,390    51,798    41,181 
   General and administrative . . . . . .       9,569     9,252    11,726 
                                              223,919   196,379   192,363 

OPERATING INCOME  . . . . . . . . . . . .      55,195    49,072    35,047 

OTHER INCOME (EXPENSE)
   Interest income  . . . . . . . . . . .       6,310     5,252     2,816 
   Interest expense . . . . . . . . . . .     (16,564)  (13,377)   (9,917)
   Income from equity affiliates  . . . .         200       607       432 
   Other, net . . . . . . . . . . . . . .       2,198    (1,233)      (27)
                                               (7,856)   (8,751)   (6,696)

INCOME FROM CONTINUING OPERATIONS 
   BEFORE INCOME TAXES, MINORITY INTEREST
   AND CUMULATIVE EFFECT OF ACCOUNTING 
   CHANGE   . . . . . . . . . . . . . . .      47,339    40,321    28,351 
PROVISION FOR INCOME TAXES  . . . . . . .      (3,397)   (3,759)   (5,942)
MINORITY INTEREST   . . . . . . . . . . .      (2,179)   (2,984)   (6,932)
INCOME FROM CONTINUING OPERATIONS . . . .      41,763    33,578    15,477 
INCOME FROM DISCONTINUED OPERATIONS   . .       6,296     3,593     3,556 
INCOME BEFORE CUMULATIVE EFFECT OF
   ACCOUNTING CHANGE  . . . . . . . . . .      48,059    37,171    19,033 
CUMULATIVE EFFECT OF ACCOUNTING CHANGE,
   NET OF MINORITY INTEREST   . . . . . .          --        --    (2,542)
NET INCOME  . . . . . . . . . . . . . . .      48,059    37,171    16,491 
PREFERRED STOCK DIVIDEND REQUIREMENTS   .          --    (2,135)   (4,260)
INCOME APPLICABLE TO COMMON STOCK . . . .    $ 48,059  $ 35,036  $ 12,231 

INCOME PER COMMON SHARE: 
   Continuing operations  . . . . . . . .    $    .69  $    .55  $    .28 
   Discontinued operations  . . . . . . .         .10       .06       .09 
   Cumulative effect of accounting change          --        --      (.07)
                                             $    .79  $    .61  $    .30 

WEIGHTED AVERAGE COMMON SHARES
   OUTSTANDING  . . . . . . . . . . . . .      60,527    57,843    40,325 


 The accompanying notes are an integral part of these financial statements.





                       ENSCO INTERNATIONAL INCORPORATED AND SUBSIDIARIES
                              CONSOLIDATED STATEMENT OF CASH FLOWS
                                         (in thousands)


                                                                                             Year Ended December 31,
                                                                                   ------------------------------------------ 
                                                                                     1995             1994             1993   
                                                                                   --------         --------         -------- 
                                                                                                                  
OPERATING ACTIVITIES
    Net income  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          $ 48,059         $ 37,171         $ 16,491 
    Adjustments to reconcile net income to net cash provided by operating 
     activities:
        Depreciation and amortization   . . . . . . . . . . . . . . . . .            58,390           51,798           27,556 
        Deferred income tax provision (benefit)   . . . . . . . . . . . .              (431)            (878)           3,199 
        Amortization of other assets  . . . . . . . . . . . . . . . . . .             3,383            3,205            2,627 
        Gain on sale of discontinued operations   . . . . . . . . . . . .            (5,161)              --           (2,122)
        Net cash provided by discontinued operations  . . . . . . . . . .               135            2,859            3,626 
        Other   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            (1,221)           2,689            1,422 
        Changes in operating assets and liabilities:
           (Increase) decrease in accounts receivable   . . . . . . . . .           (23,438)          11,964           13,851 
           (Increase) decrease in prepaid expenses and other  . . . . . .             4,314           (7,546)          (2,113)
           Increase (decrease) in accounts payable  . . . . . . . . . . .            (3,834)           5,287           (1,781)
           Increase (decrease) in accrued and other liabilities   . . . .             4,369            2,668           (6,366)
              Net cash provided by operating activities   . . . . . . . .            84,565          109,217           56,390 

INVESTING ACTIVITIES
    Additions to property and equipment   . . . . . . . . . . . . . . . .          (143,230)        (150,358)         (81,796)
    Acquisitions, net of cash acquired  . . . . . . . . . . . . . . . . .                --               --           36,819 
    Net proceeds from sales of discontinued operations  . . . . . . . . .            11,790              652           12,275 
    (Purchase) sale of short-term investments, net  . . . . . . . . . . .               869           (5,869)              -- 
    Proceeds from disposition of assets   . . . . . . . . . . . . . . . .             1,125           23,160              372 
    Other   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            (2,383)          (1,835)          (4,889)
              Net cash used by investing activities   . . . . . . . . . .          (131,829)        (134,250)         (37,219)

FINANCING ACTIVITIES
    Long-term borrowings  . . . . . . . . . . . . . . . . . . . . . . . .            24,043          114,698          159,113 
    Reduction of long-term borrowings   . . . . . . . . . . . . . . . . .           (40,749)         (64,641)         (72,364)
    Repurchase of common stock  . . . . . . . . . . . . . . . . . . . . .            (7,211)          (2,426)              -- 
    Preferred stock dividends   . . . . . . . . . . . . . . . . . . . . .                --           (2,135)          (4,260)
    Other   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .               394             (668)             921 
              Net cash provided (used) by financing activities  . . . . .           (23,523)          44,828           83,410 

INCREASE (DECREASE) IN CASH AND CASH
    EQUIVALENTS   . . . . . . . . . . . . . . . . . . . . . . . . . . . .           (70,787)          19,795          102,581 
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR  . . . . . . . . . . . . . .           147,851          128,056           25,475 
CASH AND CASH EQUIVALENTS, END OF YEAR  . . . . . . . . . . . . . . . . .          $ 77,064         $147,851         $128,056 


The accompanying notes are an integral part of these financial statements. 



             ENSCO INTERNATIONAL INCORPORATED AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      ------------------------------------------

  ORGANIZATION AND BASIS OF PRESENTATION

     ENSCO   International   Incorporated  (the   "Company"),   a  Delaware
corporation,  was  incorporated in  August 1987,  and  is the  successor by
merger to Blocker Energy Corporation.   At the Company's Annual Meeting  of
Stockholders held on May 23, 1995, the stockholders approved the  change in
the  name  of  the Company  from  Energy  Service  Company, Inc.  to  ENSCO
International  Incorporated.    The  accompanying   consolidated  financial
statements  include  the accounts  of the  Company  and its  majority owned
subsidiaries.   The Company's investments  in 50% or  less owned affiliates
are  accounted for  under the  equity method.   See  Note 4  "Investment in
Equity Affiliate."  All significant intercompany accounts and  transactions
have been eliminated.  

     In August  1993,  the  Company completed  the  step  acquisition  (the
"Penrod  Acquisition") of Penrod Holding Corporation ("Penrod").   See Note
2  "Acquisition."   The  Company has  included  the income  from continuing
operations of  Penrod in  its  consolidated statement  of income  beginning
January  1, 1993 and has  presented the preacquisition  earnings related to
the  64% of Penrod which  it did not  own prior to August  1993 as Minority
Interest. 

  CONSOLIDATED STATEMENT OF CASH FLOWS

     The  Company's consolidated statement of cash flows for the year ended
December 31,  1993 includes the cash  and cash equivalents acquired  in the
Penrod Acquisition, net  of acquisition  costs, plus the  cash provided  by
operating activities of Penrod  subsequent to the Penrod Acquisition.   The
cash  flows from investing and financing activities of Penrod subsequent to
the Penrod  Acquisition, including  additions  to property  and  equipment,
long-term borrowings,  and repayments  of  long-term borrowings,  are  also
included in the Company's consolidated statement of cash flows for the year
ended December  31, 1993.   The cash  provided by  operating activities  of
Penrod prior to the  Penrod Acquisition and  the cash flows from  investing
and financing activities of Penrod prior to the Penrod Acquisition have not
been included in the Company's consolidated statement of cash flows for the
year ended December 31, 1993.

     For purposes of the  consolidated balance sheet and statement  of cash
flows,  the Company  considers highly  liquid debt  instruments to  be cash
equivalents if they have  maturities of three months or less at the date of
purchase.

  FOREIGN CURRENCY TRANSLATION

     The U.S.  dollar is  the functional  currency of the  majority of  the
Company's   foreign  subsidiaries.  The   financial  statements   of  these
subsidiaries,  as  well  as the  financial  statements  of certain  foreign
subsidiaries that operate in highly inflationary economies, are remeasured



in U.S.  dollars  based on  a combination  of both  current and  historical
exchange  rates.   Gains  and losses  caused  by the  remeasurement process
applicable  to these foreign subsidiaries are reflected in the consolidated
statement  of income.  Translation  losses were $422,000,  $1.3 million and
$1.4  million  for the  years  ended  December  31,  1995, 1994  and  1993,
respectively.

  SHORT-TERM INVESTMENTS

     Short-term  investments  are  comprised  of  debt  instruments  having
maturities  of greater than three months and less than one year at the date
of purchase and are stated at cost  due to the Company's intent and ability
to hold  the investments to maturity.   The aggregate fair  value of short-
term  investments at December 31,  1995 approximates cost.   As of December
31, 1995, short-term investments consisted of debt instruments issued by U.
S. government agencies.

  PROPERTY AND EQUIPMENT

     Depreciation on drilling rigs and related equipment and marine vessels
acquired  after  1990  is computed  using  the  straight  line method  over
estimated useful lives ranging from 4 to 15 years.   Depreciation for other
equipment and for buildings and improvements is computed using the straight
line  method over estimated useful lives ranging from 2 to 6 years and 2 to
30  years,  respectively.    Depreciation  on  drilling  rigs  and  related
equipment and marine vessels acquired prior  to 1991 is computed using  the
units-of-production method over  estimated useful lives ranging  from 10 to
15 years.  Under  the units-of-production method, depreciation is  based on
the  utilization of the drilling rigs  and vessels with a minimum provision
when the rigs or vessels are idle.  

     In  connection with  the Company's  rig upgrade  program in  1995, the
remaining useful lives  of certain of the Company's jackup  rigs, for which
major enhancements were performed,  has been extended to twelve  years from
the  time each  respective rig left  the shipyard  to better  reflect their
remaining  economic lives.   The effect of  this change in  estimate was to
increase net  income for the year  ended December 31, 1995  by $892,000, or
$.01 per share.

     Maintenance  and  repair costs  are  charged to  expense  as incurred.
Major  renewals  and improvements  are  capitalized.   Upon  retirement  or
replacement  of assets, the  related cost and  accumulated depreciation are
removed from the  accounts and the  resulting gain or  loss is included  in
income.

  GOODWILL

     Goodwill arising from  the acquisition  of Penrod in  1993 and  Argosy
Offshore, Ltd. in 1991 is amortized on the straight-line basis over periods
of  40 years and 10 years, respectively.  See Note 2 "Acquisition."  During
1995,  goodwill  from  the  Penrod Acquisition  was  reduced  primarily for
adjustments to deferred taxes.  See Note 11 "Income Taxes."   Goodwill, net
of accumulated amortization, was $7.3 million and $21.2 million at December
31, 1995 and 1994, respectively, and is included in Other Assets.



  IMPAIRMENT OF ASSETS

     In  1995,  the  Company  adopted  Statement  of  Financial  Accounting
Standards No. 121 ("SFAS No. 121"), "Accounting for the Impairment of Long-
Lived Assets  and for Long-Lived Assets  to Be Disposed Of,"  which did not
have an  impact upon the Company.   As required, the  Company evaluates the
realizability of its  long-lived assets, including  property and  equipment
and  goodwill,  based  upon expectations  of  undiscounted  cash  flows and
operating income.

  INCOME TAXES

     In  1993,  the  Company  adopted  Statement  of  Financial  Accounting
Standards  No. 109  ("SFAS No.  109"), "Accounting  for Income  Taxes," the
effects of which were applied retroactively to the beginning of 1990.  SFAS
No. 109  requires the Company to  compute deferred income taxes  based upon
the amount of  taxes payable in future  years after considering changes  in
tax rates  and other statutory provisions  that will be in  effect in those
years.  The provision for income taxes includes federal, foreign, state and
local  income  taxes  currently  payable  and  those  deferred  because  of
temporary  differences between  the financial  statement  and tax  bases of
assets and liabilities.  See Note 11 "Income Taxes."  

  MINORITY INTEREST 

     ENSCO Drilling (Caribbean),  Inc. ("Caribbean") has  been included  in
the Company's consolidated  financial statements for  all years  presented.
In March 1995, the  Company purchased an additional 15% equity  interest in
Caribbean from the minority shareholder.  The purchase, which was effective
January  1, 1995, increased  the Company's ownership  interest in Caribbean
from  70% to  85%.   In consideration  for the  additional 15%  interest in
Caribbean acquired, the Company makes  payments to the minority shareholder
that  are based  upon, in  general, the  utilization of  existing Caribbean
rigs.   In addition, in  the event of  a future sale of  any rigs currently
owned by Caribbean, the  minority shareholder is entitled to  an additional
15% of  the net proceeds  upon sale.   The minority shareholders'  interest
included in the Company's  consolidated balance sheet at December  31, 1995
and 1994 was  $5.2 million and $4.1 million, respectively,  and is included
in Other Liabilities.  

     The Company's consolidated financial  statements include Penrod, which
was  a 36%  owned  affiliate  prior to  the  Company's acquisition  of  the
remaining interest in  August 1993.   See Note  2 "Acquisition."   Minority
interest expense for the year ended December 31, 1993 included $4.5 million
related to the preacquisition earnings of Penrod. 

  PERVASIVENESS OF ESTIMATES

     The preparation  of financial statements in  conformity with generally
accepted accounting principles  requires management to  make estimates  and
assumptions that affect the reported amounts of assets and liabilities, and
related   revenues  and   expenses,  and  disclosure   of  gain   and  loss
contingencies  at the  date of  the financial  statements.   Actual results
could differ from those estimates.  




  INCOME PER COMMON SHARE

     Income  per common  share  has been  computed  based on  the  weighted
average number  of common shares  outstanding during the  applicable period
after recognition of minority interest charges and preferred stock dividend
requirements.   All weighted average share  and per share amounts have been
restated  to reflect  the one  share  for four  shares reverse  stock split
("reverse  stock split")   which was effective  June 1,  1994.  See  Note 8
"Stockholders' Equity."

  RECLASSIFICATIONS

     Certain previously reported amounts have been reclassified to  conform
to the 1995 presentation.

2.    ACQUISITION
      -----------

     In August 1993, the Company  acquired the remaining 64% of  the common
stock of  Penrod not then beneficially  owned by the Company.   In exchange
for the common stock of Penrod, the Company issued 25.5  million net shares
(102.1 million net  shares prior to the reverse stock  split) of its common
stock valued at approximately $227.9 million.  The exchange was  based upon
one common  share of the  Company's common stock  (after the reverse  stock
split) for each share of Penrod common stock.

     The Company accounted for  the Penrod Acquisition, under the  rules of
purchase accounting, as a step acquisition.  Under a  step acquisition, the
acquiring company  purchases  its  controlling  interest  in  the  acquired
company through  a series of transactions  at different time  intervals.  A
partial  step-up or step-down in basis of  the acquired company's assets is
recognized  in the consolidated  financial statements of  the acquirer each
time an  additional interest is acquired.   The purchase by  the Company of
the remaining 64% of Penrod was recorded  at the price paid at the time  of
purchase, while the prior  36% ownership of Penrod obtained  by the Company
in prior transactions remained at historical cost.  

3.    PROPERTY AND EQUIPMENT
      ----------------------

     Property and  equipment at December 31, 1995 and 1994 consisted of the
following (in thousands):
                                          
                                                1995       1994   
                                              --------   -------- 

           Drilling rigs and equipment  . .   $713,311   $562,722 
           Marine vessels . . . . . . . . .     77,795     66,729 
           Other  . . . . . . . . . . . . .     11,154      9,871 
           Work in progress . . . . . . . .     16,006     13,251 
                                              --------   -------- 
                                              $818,266   $652,573 
                                              ========   ======== 


     In March 1995, the Company purchased a jackup rig located in the North
Sea and simultaneously entered  into a bareboat charter agreement  with the
seller,  which is  expected to  terminate in February  1996.   The purchase
price consisted of  $12.8 million paid at  closing and an  additional $13.0
million to be paid at the end of the bareboat charter period.  

     In  November 1995, the Company purchased the remaining 50% interest in
a jackup  rig  from its  joint  venture partner  in  Mexico.   See  Note  4
"Investment  in Equity Affiliate."  In December 1995, the Company purchased
six supply vessels in two separate transactions for aggregate consideration
of  $8.8 million.   Four  of the  supply vessels  acquired were  previously
operated under  operating  lease agreements.   See  Note 5  "Leases."   The
Company's additions to property  and equipment for the year  ended December
31,  1995   also  included   $109.7  million   in  connection   with  major
modifications and enhancements of rigs and vessels.

     In February 1994, the Company purchased two jackup rigs located in the
North Sea and simultaneously entered  into bareboat charter agreements with
the seller, which were terminated on December 31, 1994.  The purchase price
consisted of $50.0 million paid at closing, $4.2 million which was credited
against the bareboat charter payments during the fourth quarter of 1994 and
$1.8 million paid in December 1994 upon termination of the bareboat charter
contracts.  

     The  Company's additions to property and equipment for the years ended
December  31, 1994  and  1993 included  $62.2  million and  $65.7  million,
respectively, in connection  with the construction of  eight barge drilling
rigs, of  which four were delivered  to Venezuela in March  through June of
1993 and  the remaining four  were delivered to  Venezuela in  July through
September of 1994.   The rigs immediately commenced operations  under five-
year drilling contracts with Lagoven, S.A. ("Lagoven"), an affiliate of the
Venezuelan national oil company.   The contracts afford Lagoven  the option
to  buy the  barge drilling  rigs during  or at  the end  of the  five-year
contracts.

     In November and December of  1994, the Company sold three of  its land
rigs and related equipment located in the Middle East for $7.5 million.  In
June 1994,  the Company completed  the sale of  its United States  land rig
operations consisting of twelve land rigs and related equipment, as well as
an  office building  and  yard, for  $15.5 million,  consisting of  cash, a
promissory note and receivables.   No significant gains or  losses resulted
from the  1994 land rig sales.   In November 1993,  the Company transferred
three  inactive  land  rigs to  work  in  progress in  connection  with the
construction  of four  barge drilling  rigs which  began operating  in July
through September of 1994 in  Venezuela.  The rigs had a net  book value of
$6.8 million at the date of transfer to work in progress.

4.    INVESTMENT IN EQUITY AFFILIATE 
      ------------------------------

     Investment  in  equity  affiliate  at  December  31,  1994   consisted
primarily of the  Company's 50% interest  in a joint  venture that owned  a
jackup rig  operating in  the territorial  waters of Mexico.   In  November
1995, the joint venture was effectively dissolved and the Company purchased
the   joint  venture  partner's  interest  in  the  jackup  rig  for  total
consideration  of  $4.2 million.   The  Company's  investment in  the joint
venture of $6.6 million, at the date of the purchase, was reclassified to



property  and equipment in the  Company's consolidated balance  sheet.  For
the  years ended  December 31, 1995,  1994 and  1993, the  Company recorded
income of  $200,000, $700,000  and $561,000, respectively,  in Income  from
Equity Affiliates from  its beneficial ownership in the joint venture.  The
Company received distributions from  the joint venture of $425,000  in 1995
and $2.2  million in 1994, of  which $1.1 million of  the 1994 distribution
represented  a return of capital.   No distributions were received from the
joint venture in 1993.

5.   LEASES
     ------

     The Company  is obligated under leases for  certain of its offices and
equipment.  In  December 1995,  the Company purchased  four supply  vessels
which  were  previously  operated  pursuant  to  ten-year  operating  lease
agreements.  See Note 3 "Property and Equipment."  

     Rental expense  relating to  operating leases  was $3.1  million, $3.3
million and  $3.7 million for the  years ended December 31,  1995, 1994 and
1993, respectively.   Future minimum  rental payments  under the  Company's
noncancellable  operating lease  obligations  having initial  or  remaining
lease terms  in excess of one  year are as  follows: $2.7 million  in 1996;
$2.4 million in 1997; $1.9 million  in 1998; $1.3 million in 1999; $680,000
in 2000 and $100,000 thereafter.

6.   LONG-TERM DEBT
     --------------

     Long-term debt at December 31, 1995 and 1994 consists of the following
(in thousands):

                                                    1995       1994   
                                                  --------   -------- 
     Secured term loans 
         (non-recourse to the Company)  . . .     $102,709   $127,799 
     Secured term loans . . . . . . . . . . .       88,544     75,417 
                                                  --------   -------- 
                                                   191,253    203,216 
     Less current maturities  . . . . . . . .      (32,052)   (40,750)
                                                  --------   -------- 
     Total long-term debt . . . . . . . . . .     $159,201   $162,466 
                                                  ========   ======== 

     A subsidiary of the  Company entered into two financing  arrangements,
totalling  $143.0 million, with a  subsidiary of a  Japanese corporation in
connection  with the construction of eight barge drilling rigs delivered to
Venezuela  in 1993 and 1994.   The financing  arrangements consist of eight
secured  term loans, one  for each barge  drilling rig.   The eight secured
term  loans bear interest  at an average  fixed rate of 8.17%  and are each
repayable in 60 equal monthly installments of principal and interest ending
in  mid-1998 through  the first  part of  2000.   The term  loans are  each
secured by a  specific barge drilling  rig, which had  a combined net  book
value of $124.2  million at December 31, 1995, and  the charter contract on
each rig.  The secured term  loans are expected to be repaid from  the cash
flow generated by the eight barge drilling rigs and are without recourse to
the Company.



     In  September  1995, the  Company  amended and  restated  its original
$100.0 million loan arrangement, which consisted of a $60.0 million secured
term loan  and a $40.0  million revolving line  of credit, with  a group of
large international banks.  The amended and restated facility is structured
as a $130.0 million,  six year, revolving credit facility  ("Facility"), of
which $66.0  million was drawn as of December 31, 1995.  The Company incurs
a  0.5% annual  commitment  fee on  the  undrawn portion  of the  Facility.
Availability under the Facility is reduced by $6.0 million on a semi-annual
basis with  the remaining  outstanding balance  due in October  2001.   The
Facility  carries a floating interest rate tied to London InterBank Offered
Rates  ("LIBOR") for which the margin on the Facility may increase by up to
0.5% based  upon the Company's  debt ratio.  As  of December 31,  1995, the
interest rate on the Facility was 7.16% per annum.  The Company has entered
into  interest rate  swap  agreements with  two  of the  lender  banks that
effectively  change the interest rate  on $32.0 million  of the outstanding
Facility from a floating rate to a fixed rate of 7.48%, absent any increase
in the margin  level of  the Facility  associated with  the Company's  debt
ratio, through  October 2000.  In   January 1996, the  Company entered into
another interest rate swap  agreement, effective April  1996,  with one  of
the  lender  banks  that  effectively  changes  the  interest  rate  on  an
additional $16.0 million of  the outstanding Facility from a  floating rate
to a fixed  rate of 6.84%, absent  any increase in the margin  level of the
Facility associated  with the Company's  debt ratio, through  October 2000.
The Facility is  collateralized by  certain of the  Company's jackup  rigs,
which had a combined net book value of $278.8 million at December 31, 1995.
The facility  requires that the Company maintain specified minimum balances
of cash and working capital, maintain  certain operating cash flows and not
exceed  a  certain debt  to  total  asset ratio,  and  it  includes certain
limitations on dividends and requires that the appraised value  of the rigs
securing  the facility  exceed the  amount  drawn under  the facility  by a
specified factor.  

     In  October  1993,  the Company  entered  into  a  $25.0 million  loan
agreement with a financial institution.   The seven year secured term  loan
bears interest at a  fixed rate of 7.91%  per annum, repayable in 28  equal
quarterly  installments  ending  October  15,  2000.    The  term  loan  is
collateralized by certain  of the Company's  marine transportation  vessels
which had a combined net book value  of $38.5 million at December 31, 1995.
The loan agreement requires  that the Company maintain a  specified minimum
tangible  net worth  and that  the Company  not exceed  a certain  ratio of
liabilities to tangible net worth.

     In  December  1995, in  connection with  the  purchase of  four supply
vessels  that were  previously  leased, the  Company  entered into  a  $4.7
million loan  agreement with the seller.   The five year  secured term loan
bears interest at  a fixed rate of  7.75% per annum, repayable  in 20 equal
quarterly   installments  ending   January   2001.     The  term   loan  is
collateralized  by the four supply  vessels purchased which  had a combined
net book value of $4.5 million at December 31, 1995.

     In  March  1994, the  Company  redeemed  its convertible  subordinated
debentures consisting of $5.1 million principal amount of 8.25% convertible
subordinated debentures. 



     The  Company maintains legally restricted cash balances with a bank as
collateral  for  a letter  of  credit  issued by  the  bank  related to  an
insurance arrangement.   These  restricted  cash balances  aggregated  $1.3
million at  December 31,  1995 and  are included  in  prepaid expenses  and
other.

     Maturities  of long-term debt are as  follows:  $32.1 million in 1996;
$34.7 million in  1997; $29.5 million in 1998; $23.3  million in 1999; $5.5
million in 2000 and $66.2 million thereafter.

7.    PREFERRED STOCK
      ---------------

     In  August  1994,  the Company  issued  a  redemption  notice for  the
2,839,110   outstanding  shares   of  its   $1.50  Cumulative   Convertible
Exchangeable Preferred Stock ("$1.50 Preferred Stock"), which was also  the
number of shares  outstanding at December 31,  1993.  Holders of  2,807,147
shares of the $1.50 Preferred Stock elected to convert each of their shares
into  approximately 1.786  shares  of the  Company's  common stock.    Such
conversion  resulted in the issuance  of 5,012,762 shares  of the Company's
common stock.    Holders  of  the  remaining 31,963  shares  of  the  $1.50
Preferred Stock  elected to redeem  their shares  which resulted in  a cash
payment  of  $799,000.    Dividends  on  the  $1.50  Preferred  Stock  were
cumulative and payable quarterly when declared at a rate of $1.50 per annum
per share.

8.   STOCKHOLDERS' EQUITY
     --------------------

     The  Company's  stockholders approved  a  one  share  for four  shares
reverse stock split of the  Company's common stock at the  Company's Annual
Meeting  of Stockholders  held on  May  24, 1994.   All  references in  the
financial statements to weighted average common shares outstanding,  income
per common share amounts and the 1994 share amounts in the table below have
been restated to reflect the reverse  stock split.  The aggregate par value
of  the Company's common stock  was reduced and  additional paid-in capital
was increased to reflect the decreased aggregate par value of the Company's
common stock outstanding subsequent to the reverse stock split.    

     In  December 1994,  the Company's  Board of  Directors  authorized the
repurchase of up  to $50.0 million  of the Company's common  stock.  As  of
December 31, 1995, the Company had repurchased 800,800 shares of its common
stock,  of  which 201,400  were repurchased  in  December 1994  and 599,400
shares  were  repurchased in  the  first  half of  1995.    No shares  were
repurchased  in the second  half of 1995.   Management anticipates that any
future repurchases of  the Company's common  stock will be funded  from the
Company's cash flow from operations and working capital.

     At the Company's  Annual Meeting  of Stockholders held  on August  10,
1993,  the Company's  stockholders approved  an increase  in the  number of
authorized shares of common stock ($.10 par value) of the Company from 62.5
million  (250.0 million prior to the reverse stock split)  to 125.0 million
(500.0 million prior to the reverse stock split).



     In  March 1988,  in connection  with borrowings  under a  secured loan
facility,  the Company  issued  warrants to  purchase  625,000 shares  (2.5
million shares prior to  the reverse stock split) at  prices between $15.00
and $18.00 per share ($3.75  and $4.50 per share prior to the reverse stock
split).   The warrants were  extinguished in October  1993 at the  time the
secured loans were repaid.

     A summary of activity in the various stockholders' equity accounts for
each of the three years in the period ended December 31, 1995 is as follows
(in thousands):




                                                                                                     RESTRICTED 
                                                 COMMON STOCK         ADDITIONAL                       STOCK    
                                          ------------------------      PAID-IN      ACCUMULATED     (UNEARNED      TREASURY 
                                            SHARES         AMOUNT       CAPITAL        DEFICIT     COMPENSATION)      STOCK  
                                          ---------      ---------     ---------     -----------   -------------    ---------
                                                                                                        
(in thousands)
BALANCE, December 31, 1992                 122,100       $ 12,210      $259,636      $(118,924)       $(6,546)      $ (2,634)
       Net income                               --             --            --         16,491             --             -- 
       Common stock issued under                                                                                             
         employee benefits plans, net          437             44         1,026             --            (55)          (351)
       Common stock issued
         in acquisition                    122,212         12,221       260,438             --             --        (44,828)
       Preferred stock dividends                --             --            --         (4,260)            --             -- 
       Amortization of unearned                                                                                              
         compensation                           --             --            --             --            987             -- 
       Reorganization adjustments               --             --           449             --             --             -- 
       Exercise/extinguishment                                                                                               
         of options/warrants                   248             25          (774)            --             --             -- 
BALANCE, December 31, 1993                 244,997         24,500       520,775       (106,693)        (5,614)       (47,813)
       Net income                               --             --            --         37,171             --             -- 
       Common stock issued under                                                                                             
         employee benefits plans, net          309             31         3,491             --           (941)        (2,401)
       Preferred stock dividends                --             --            --         (2,135)            --             -- 
       Amortization of unearned                                                                                              
         compensation                           --             --            --             --          1,037             -- 
       Conversion of preferred stock         5,013            501        69,677             --             --             -- 
       Repurchase of common stock               --             --            --             --             --         (2,426)
       Reverse stock split                (183,748)       (18,375)       18,375             --             --             -- 
BALANCE, December 31, 1994                  66,571          6,657       612,318        (71,657)        (5,518)       (52,640)
       Net income                               --             --            --         48,059             --             -- 
       Common stock issued under                   
         employee benefits plans, net          320             32         3,326             --           (857)        (1,286)
       Repurchase of common stock               --             --            --             --             --         (7,211)
       Amortization of unearned                    
         compensation                           --             --            --             --          1,112             -- 
BALANCE, December 31, 1995                  66,891       $  6,689      $615,644      $ (23,598)       $(5,263)      $(61,137)

/TABLE




   Foreign  currency translation  adjustments, which  are accumulated  as a
separate  component of  stockholders'  equity, result  from changes  in the
exchange  rate  of  certain  foreign  subsidiaries  which  maintain   their
financial statements in the local currency. Translation adjustment activity
was insignificant for all years presented.

   On February  21, 1995, the Board  of Directors of the  Company adopted a
shareholder  rights plan  and declared  a dividend  of one  preferred share
purchase  right (a  "Right") for each  share of the  Company's common stock
outstanding on March 6, 1995.  Each Right initially entitles  its holder to
purchase 1/100th of a share of  the Company's Series A Junior Participating
Preferred  Stock for $50.00, subject  to adjustment.   The Rights generally
will not become exercisable until 10 days after a public  announcement that
a person or  group has acquired 15%  or more of the Company's  common stock
(thereby becoming an "Acquiring Person") or the commencement of a tender or
exchange offer  upon consummation of which  such person or group  would own
15% or more of the  Company's common stock (the earlier of such dates being
called the  "Distribution Date").  Rights will be issued with all shares of
the Company's common stock  issued from March  6, 1995 to the  Distribution
Date.   Until the Distribution  Date, the Rights  will be evidenced  by the
certificates  representing  the   Company's  common  stock   and  will   be
transferrable only with the Company's common stock.  If any person or group
becomes an  Acquiring Person,  each Right,  other than  Rights beneficially
owned  by the  Acquiring Person  (which will  thereupon become  void), will
thereafter  entitle its  holder to  purchase, at  the Right's  then current
exercise price, shares  of the Company's common stock having a market value
of two times the  exercise price of the Right.  If, after a person or group
has  become an  Acquiring Person, the  Company is  acquired in  a merger or
other business  combination transaction or  50% or  more of  its assets  or
earning power are sold, each Right (other than Rights owned by an Acquiring
Person which will have become void) will entitle its holder to purchase, at
the Rights then  current exercise  price, that number  of shares of  common
stock of  the person with  whom the  Company has engaged  in the  foregoing
transaction (or its parent) which at the time of such transaction will have
a market  value of two  times the exercise price  of the Right.   After any
person  or group   has become an  Acquiring Person, the  Company's Board of
Directors may, under certain circumstances, exchange each Right (other than
Rights of  the Acquiring Person) for  shares of the Company's  common stock
having a  value equal to  the difference  between the market  value of  the
shares of the Company's common stock receivable upon exercise  of the Right
and  the exercise  price  of the  Right.   The  Company  will generally  be
entitled to redeem  the Rights for $.01 per Right at any time until 10 days
after a public  announcement that a  15% position has  been acquired.   The
Rights expire on February 21, 2005. 

9.    EMPLOYEE BENEFIT PLANS
      ----------------------

  EMPLOYEE STOCK OPTIONS

   The  Company has  an employee  stock option  plan as  part of  the ENSCO
Incentive Plan (the  "Incentive Plan").  The maximum  number of shares with
respect to which awards may be  made pursuant to the Incentive Plan is  6.3
million.  Of the 6.3 million shares, a  minimum of 625,000 are reserved for
issuance of  incentive stock grants and  a minimum of 625,000  are reserved
for issuance as profit sharing grants.


   The exercise price of stock options under the Incentive Plan is the fair
market value of the stock at the date  the option is granted.  Accordingly,
no compensation expense is  recognized by the Company with  respect to such
grants.   Non-qualified options  are generally  exercisable one year  after
grant.    Incentive  stock  options generally  become  exercisable  in  25%
increments over a four-year  period.  To the extent not  exercised, options
expire generally on the fifth anniversary of the date of grant.

   A summary of  stock option transactions, restated for the  reverse stock
split, under the  Incentive Plan  is as follows  (in thousands, except  per
share amounts):

       Outstanding December 31, 1992  . . . . . . .        1,046 
            Granted ($12.00 per share)  . . . . . .          310 
            Exercised ($4.75 to $11.00 per share)            (89)
            Forfeited   . . . . . . . . . . . . . .         (192)
       Outstanding December 31, 1993  . . . . . . .        1,075 
            Granted ($15.69 per share)  . . . . . .          213 
            Exercised ($4.75 to $16.00 per share)           (244)
            Forfeited   . . . . . . . . . . . . . .          (39)
       Outstanding December 31, 1994  . . . . . . .        1,005 
            Granted ($16.31 per share)  . . . . . .          512 
            Exercised ($4.75 to $15.69 per share)           (262)
            Forfeited   . . . . . . . . . . . . . .         (134)
       Outstanding December 31, 1995  . . . . . . .        1,121 

    At  December  31, 1995,  377,000  options  were exercisable  at  prices
ranging  from $4.75  to $15.69 per  share.   Under the  Incentive Plan, 2.3
million  shares were available for grant  as options or incentive grants at
December 31, 1995.

    In October  1995,  the  Financial  Accounting  Standards  Board  issued
Statement of  Financial  Accounting Standards  No.  123 ("SFAS  No.  123"),
"Accounting for Stock-Based Compensation," which establishes accounting and
reporting standards for various  stock based compensation plans.   SFAS No.
123 encourages  the adoption of a fair value based method of accounting for
employee stock options, but permits continued application of the accounting
method  prescribed by Accounting Principles Board  Opinion No. 25 ("Opinion
25"), "Accounting for Stock  Issued to Employees."  Entities  that continue
to apply  the provisions of Opinion  25 must make pro  forma disclosures of
net income and  earnings per  share as if  the fair value  based method  of
accounting had been  applied.  The Company will adopt SFAS  No. 123 in 1996
and currently expects to continue to account for its employee stock options
in accordance with the provisions of Opinion 25.  

  INCENTIVE STOCK GRANTS

    Key employees, who  are in a position  to contribute materially  to the
Company's growth and development and to its long-term success, are eligible
for incentive stock  grants under  the Incentive Plan  through February  8,
1998.   Shares of  common stock subject  to incentive grants  shall vest on
such a  basis as  determined  by a  committee of  the  Board of  Directors.
Through 1995, incentive stock grants for 1.2 million shares of common stock
were granted,  of which 637,250 were  vested at December 31,  1995.  During
1995,  1994  and 1993,  incentive stock  grants  for 52,500  shares, 60,000
shares and 12,500 shares (50,000 shares prior to  the reverse stock split),
respectively, were granted.  During 1993, 10,000 shares (40,000 shares


prior   to  the  reverse  stock  split)  were  forfeited.    The  remaining
outstanding incentive stock grants vest as  follows:  94,750 in each of the
years 1996 through 1998, 92,250 in each of the years 1999 and 2000,  11,250
in each of  the years  2001 through 2004  and 5,250 in  2005.  The  Company
charged $1.1 million,  $1.0 million and $1.0 million to  operations in each
of the years 1995, 1994 and 1993,  respectively, related to incentive stock
grants.   The unvested portion of  the incentive stock grants is classified
in  the Stockholders' Equity section  of the consolidated  balance sheet as
Restricted Stock (Unearned Compensation). 

  SAVINGS PLAN

    The Company has a profit sharing plan (the "ENSCO Savings  Plan") which
covers eligible employees with  more than one year of  service, as defined.
Profit sharing contributions require Board of Directors approval and may be
in  cash or  grants of the  Company's common  stock.   The Company recorded
profit  sharing contribution  provisions for  the years ended  December 31,
1995,  1994  and  1993   of  $1.7  million,  $1.1  million   and  $500,000,
respectively.

    The ENSCO Savings  Plan includes  a 401(k) savings  plan feature  which
allows eligible  employees with more than  three months of service  to make
tax  deferred  contributions  to the  plan.    The  Company makes  matching
contributions based on the  amount of employee contributions and  rates set
annually  by  the Company's  Board  of Directors.    Matching contributions
totalled  $702,000,   $307,000  and  $64,000   in  1995,  1994   and  1993,
respectively.  The Company has reserved  500,000 shares of common stock for
issuance as matching contributions under the ENSCO Savings Plan. 

  SELECT EXECUTIVE RETIREMENT PLAN

    The  Company  implemented the  Select  Executive  Retirement Plan  (the
"SERP") effective  April 1, 1995 to provide a tax deferred savings plan for
certain highly  compensated employees  whose  participation in  the  401(k)
savings  plan  features of  the  ENSCO Savings  Plan  is restricted  due to
funding and contribution  limitations of  the Internal Revenue  Code.   The
SERP is an unfunded plan and eligibility for participation is determined by
the  Company's Board of Directors.   The contribution  and Company matching
provisions of the SERP are identical to the ENSCO Savings Plan, except that
each participant's contributions and matching contributions under the  SERP
are  further  limited by  contribution amounts,  if  any, under  the 401(k)
savings plan feature  of the  ENSCO Savings Plan.   Matching  contributions
totalled $22,000 in 1995 and the SERP liability of $139,000  is included in
Other Liabilities at December 31, 1995.

  EMPLOYEE RETIREMENT PLAN

    Eligible  former  Penrod  employees participate  in  a  noncontributory
defined benefit employee  retirement plan.   However, the  plan was  frozen
effective December 31,  1990.  Accordingly, no  additional participants may
join the plan and no additional benefits have been accrued for participants
subsequent to December 31, 1990.  The Company's policy is to  fund the plan
based on the minimum funding requirements of the Employee Retirement Income
Security Act  of 1974 and tax  considerations.  The Company  has recorded a
plan termination liability,  net of plan assets, of $4.5  million, which is
included in Other Liabilities at December 31, 1995.   Management intends to
terminate the plan when it is in the best financial interest of the Company



by purchasing annuities or  otherwise providing for participants  under the
plan.    Net  periodic   pension  expense  for  all  years   presented  was
insignificant.   The Company does not expect to incur any future charges or
additional  liabilities  in   connection  with  the   plan  prior  to   its
termination.

  EMPLOYEE STOCK PURCHASE PLAN

    Under  the terms  of the  Company's employee  stock purchase  plan (the
"Stock Purchase Plan"), eligible  employees could acquire shares  of common
stock through payroll deductions of not  more than 10% of their base annual
compensation.   The price at  which shares  were purchased was  85% of  the
lower of the fair market value for such shares  on the first or last day of
each plan year.  The Stock  Purchase Plan was terminated effective June 30,
1993.  For  the 1993 plan  year, 4,585 shares (18,340  shares prior to  the
reverse stock split) were sold at $3.84 per share ($.96 per share prior  to
the reverse stock split). 

10.  CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE
     ---------------------------------------------------

    Effective January  1,  1993,  Penrod  adopted  Statement  of  Financial
Accounting Standards No.  106 ("SFAS No. 106"),  "Employers' Accounting for
Postretirement  Benefits Other Than Pensions."   SFAS No.  106 requires the
accrual, during the year the employee renders the service, of the estimated
cost of  providing postretirement non-pension  benefit payments.   SFAS No.
106 allows  recognition of the  cumulative effect  of the liability  in the
year of adoption or the amortization of the  obligation over a period of up
to twenty years.  Penrod elected  to recognize this change in accounting on
the  immediate recognition basis.   The cumulative effect,  after taxes and
minority  interest, on the Company resulting from Penrod's adoption of SFAS
No. 106  was $2.5 million ($.07  per share after the  reverse stock split).
Effective January 1, 1994, the Company's medical plan was amended such that
eligible  Penrod retirees and eligible future retirees of the Company could
participate in the Company's  medical plan.  Retirees participating  in the
Company's medical  plan make contributions to  the plan at a  level that is
intended to fund  the cost of  all retiree medical  claims.  The  Company's
current  and  contemplated  employee  benefit  plans  do  not  require  the
recognition of a liability for postretirement benefits under SFAS No. 106.

11.  INCOME TAXES
     ------------

    The Company had income of $33.2 million, $26.8 million and $8.2 million
from its  operations before income taxes in the United States and income of
$14.1  million, $13.5 million, and $20.2 million from its operations before
income  taxes in foreign countries  for the years  ended December 31, 1995,
1994 and 1993, respectively.



    The provisions for income taxes for the years  ended December 31, 1995,
1994 and 1993  are summarized as follows (in thousands):



                                                                    1995         1994         1993   
                                                                   -------      -------      ------- 
                                                                                         

       Current: 
             Federal  . . . . . . . . . . . . . . . . . . .        $ 1,340      $ 1,047      $   495 
             Foreign  . . . . . . . . . . . . . . . . . . .          2,488        3,591        1,898 
                  Total current . . . . . . . . . . . . . .          3,828        4,638        2,393 

       Deferred:
             Federal  . . . . . . . . . . . . . . . . . . .            900         (650)          --          
             Foreign  . . . . . . . . . . . . . . . . . . .          5,169        2,771        3,100 
                  Total deferred  . . . . . . . . . . . . .          6,069        2,121        3,100 
       Effect of enacted rate change on pre quasi-
         reorganization net operating loss carryforwards  .             --           --          449 
       Deferred tax asset valuation allowance . . . . . . .         (6,500)      (3,000)          -- 
             Total  . . . . . . . . . . . . . . . . . . . .        $ 3,397      $ 3,759      $ 5,942 

      
    Deferred  income tax assets (liabilities)  as of December  31, 1995 and
1994 are summarized as follows (in thousands):



                                                                   1995          1994  
                                                                 ---------    --------- 
                                                                               
       Deferred income tax benefits:
             Net operating loss carryforwards . . . . . . .      $  84,884     $104,151 
             Liabilities not deductible for tax purposes  .          3,382        3,251 
             Safe harbor leases . . . . . . . . . . . . . .          5,805        6,474 
             Investment tax credit carryforward . . . . . .          2,683        3,584 
             Unfunded pension liability . . . . . . . . . .          1,560        1,785 
             Other  . . . . . . . . . . . . . . . . . . . .          3,651        2,743 
             Gross deferred tax assets  . . . . . . . . . .        101,965      121,988 
             Less:  Valuation allowance . . . . . . . . . .         (9,972)     (47,936)
             Deferred tax assets, net of valuation 
               allowance  . . . . . . . . . . . . . . . . .         91,993       74,052 

       Deferred tax liabilities:
             Property . . . . . . . . . . . . . . . . . . .       (100,380)     (92,477)
             Tax gain recognized on transfer of assets  . .           (587)      (4,052)
             Other  . . . . . . . . . . . . . . . . . . . .         (1,863)        (638)
             Gross deferred tax liabilities . . . . . . . .       (102,830)     (97,167)
                 Net deferred tax liabilities . . . . . . .      $ (10,837)    $(23,115)

       Net current deferred tax asset (liability) . . . . .      $   9,663     $   (126)
       Net noncurrent deferred tax asset  . . . . . . . . .          6,300           -- 
       Net noncurrent deferred tax liability  . . . . . . .        (26,800)     (22,989)
                 Net deferred tax liability . . . . . . . .      $ (10,837)    $(23,115)
/TABLE




    The  valuation allowance decreased by  $38.0 million in  1995, of which
$13.3 million  was recorded  as  an adjustment  to goodwill,  and by  $13.7
million  in 1994, of  which $1.6 million  was recorded as  an adjustment to
goodwill, due to the expected utilization of net operating losses that were
previously projected  to expire unutilized.   As of December 31,  1995, the
Company  expects to realize  the full benefit  of all of  the net operating
loss  carryforwards   of  Penrod  that  originated  prior   to  the  Penrod
Acquisition.   Any future adjustments to the valuation allowance related to
the  projected utilization  or  nonutilization of  the  net operating  loss
carryforwards of Penrod  that originated  prior to  the Penrod  Acquisition
will be allocated to goodwill.  

    The consolidated effective income tax rate for the years ended December
31, 1995, 1994 and 1993 differs from the United States statutory income tax
rate as follows:

                                                1995     1994     1993 
                                               ------   ------   ------

    Statutory income tax rate . . . . . . .     35.0%    35.0%    35.0%
    Utilization of net operating loss 
        carryforwards . . . . . . . . . . .    (26.7)   (30.3)    (9.4)
    Change in valuation allowance . . . . .    (13.7)    (7.4)       - 
    Foreign taxes   . . . . . . . . . . . .      7.8      9.8     (7.2)
    Alternative minimum tax . . . . . . . .      2.8      2.6        - 
    Enacted future rate change  . . . . . .        -        -      1.6 
    Other . . . . . . . . . . . . . . . .        2.0     (0.4)     1.0 

    Effective income tax rate . . . . . . .      7.2%     9.3%    21.0%

    At December 31, 1995,  the Company had regular and  alternative minimum
tax net  operating loss carryforwards  of approximately $236.0  million and
$166.2  million, respectively, and  investment tax  credit and  minimum tax
credit  carryforwards of $2.7 million  and $1.5 million,  respectively.  If
not  utilized, the regular and  alternative minimum tax  net operating loss
carryforwards  expire from 1999 through 2007, and the investment tax credit
carryforwards  expire from  1996  through 2000.    The minimum  tax  credit
carryforwards do  not expire.  As  a result of the  Penrod Acquisition, the
utilization  of a portion of the Company's net operating loss carryforwards
are subject  to limitations imposed  by the Internal Revenue  Code of 1986.
However,  the Company does  not expect such  limitations to have  an effect
upon its ability to utilize its net operating loss carryforwards.

    It is  the policy of the  Company to consider that  income generated in
foreign subsidiaries is permanently invested.  A significant portion of the
Company's  undistributed  foreign  earnings  at  December  31,  1995   were
generated  by   controlled  foreign  corporations.     A  portion   of  the
undistributed  foreign earnings were taxed,  for U.S. tax  purposes, in the
year that  such earnings arose.   Upon distribution of foreign  earnings in
the  form  of  dividends  or  otherwise,  the Company  may  be  subject  to
additional  U.S.  income taxes.   However,  deferred  taxes related  to the
future remittance of these funds are not expected to be  significant to the
financial statements of the Company.



12.  COMMITMENTS AND CONTINGENCIES
     -----------------------------

    Prior to October  1990, Penrod was self-insured for the majority of its
maritime  claims exposure.   During  the period  from October  1990 to  the
August 1993 acquisition date, Penrod  had insurance coverage which  limited
its maritime  claims exposure to  a maximum of  the $25,000  deductible for
each claim, plus a fluctuating aggregate of $500,000 to $1.5 million  which
is in excess of the  $25,000 claim deductible for each policy  year. Penrod
is also  a defendant  in  lawsuits with  certain of  its  insurers and  the
administrator of  its  self-insurance  program,  and  personal  injury  and
maritime  liability  lawsuits  filed  by  present  and  former   employees.
Management of  the Company  has  provided reserves  for such  claims as  it
considers appropriate given the facts currently known.

    On February  13, 1991,  Penrod  filed an  action against  TransAmerican
Natural Gas Corporation ("TransAmerican") which is presently pending in the
U.S. District Court  Southern District of Texas,  Houston Division, seeking
damages for breach of contract.  On August 21, 1991, TransAmerican filed an
action  against Penrod in the 133rd Judicial District Court, Harris County,
Texas, seeking damages for  breach of contract and tort claims.  Management
of  the Company  believes  that  the outcome  of  this  litigation will  be
favorable to the Company.

    At December 31,  1995, there  were no other  contingencies, claims,  or
lawsuits against the  Company which,  in the opinion  of management,  would
have a material effect on its financial condition or results of operations.

    In mid-January  1996, one of  the Company's jackup rigs  located in the
U.S. Gulf of Mexico experienced damage as it was preparing to  jack up on a
new location.   The jackup  rig was  mobilized to  a shipyard  where it  is
currently undergoing repairs and  is expected to be  available for work  in
mid-1996.   The Company is  fully insured  for damage to,  loss of,  and/or
salvage operations related to the  jackup rig and the Company expects  that
all such costs incurred will be recoverable from its insurance coverage.  

13.  SEGMENT INFORMATION
     -------------------

    Contract drilling and marine transportation are the Company's operating
segments.  The  Company's contract drilling segment  is currently comprised
of 24  offshore jackup rigs,  of which 18 are  located in the  U.S. Gulf of
Mexico and  six in the  North Sea, and  10 barge  drilling rigs located  in
Venezuela.   The marine  transportation segment  currently  consists of  37
vessels,  all  of  which are  located  in the  U.S.  Gulf of  Mexico.   The
Company's  operations  are integral  to  the  exploration, development  and
production  of oil  and gas.    Business levels  for the  Company, and  its
corresponding operating  results, are  significantly affected  by worldwide
expenditures for  oil and gas  drilling, particularly  in the U.S.  Gulf of
Mexico where the Company has a large concentration of its rigs and vessels.
Expenditures  for oil and gas  drilling activity fluctuate  based upon many
factors, including world  economic conditions, the legislative  environment
in  the U.S.  and  other  major  countries,  production  levels  and  other
activities of  OPEC and other  oil and  gas producers and  the impact  that
these  and other events have on the  current and expected future pricing of
oil and natural gas.    



    The following shows industry segment and geographic region  information
for the years ended December 31, 1995, 1994 and 1993 (in thousands):



                                                               INDUSTRY SEGMENT 
                                               ------------------------------------------------ 
                                                               MARINE 
                                                CONTRACT       TRANS-     CORPORATE
                                                DRILLING     PORTATION     & OTHER       TOTAL  
                                               ---------     ---------    ---------    -------- 
                                                                                 
1995 
- ----
Revenues  . . . . . . . . . . . . . . .        $240,775      $ 38,339     $     --     $279,114 
Operating income (loss) . . . . . . . .          48,022         7,848         (675)      55,195 
Income from equity affiliate  . . . . .             200            --           --          200 
Identifiable assets . . . . . . . . . .         649,503        66,685      105,263      821,451 
Capital expenditures  . . . . . . . . .         135,137         7,167          926      143,230 
Depreciation and amortization . . . . .          52,160         5,820          410       58,390 

1994
- ----
Revenues  . . . . . . . . . . . . . . .        $207,781      $ 37,670     $     --     $245,451 
Operating income (loss) . . . . . . . .          44,597         5,455         (980)      49,072 
Income (loss) from equity affiliates  .             700           (93)          --          607 
Identifiable assets . . . . . . . . . .         553,205        56,142      155,881      765,228 
Capital expenditures  . . . . . . . . .         142,848         6,951          559      150,358 
Depreciation and amortization . . . . .          45,421         5,815          562       51,798 

1993
- ----
Revenues  . . . . . . . . . . . . . . .        $192,120      $ 35,290     $     --     $227,410 
Operating income (loss) . . . . . . . .          34,921         3,458       (3,332)      35,047 
Income (loss) from equity affiliates  .             561          (129)          --          432 
Identifiable assets . . . . . . . . . .         532,045        59,210       89,714      680,969 
Capital expenditures  . . . . . . . . .          79,664         1,920          212       81,796 
Depreciation and amortization . . . . .          34,452         5,449        1,280       41,181 

/TABLE





                                                                            GEOGRAPHIC REGION    
                                               ------------------------------------------------------------------------ 
                                                 NORTH         SOUTH        NORTH    MIDDLE EAST    CORPORATE
                                                AMERICA       AMERICA        SEA       & OTHER       & OTHER     TOTAL   
                                               ---------     ---------    ---------  -----------    ---------   --------
                                                                                                    
1995
- ----
Revenues  . . . . . . . . . . . . . . .        $157,614       $ 61,975    $ 59,525     $    --      $     --    $279,114 
Operating income (loss) . . . . . . . .          23,061         26,538       7,040        (769)         (675)     55,195 
Income from equity affiliate. . . . . .             200             --          --          --            --         200 
Identifiable assets . . . . . . . . . .         358,552        152,785     201,772       3,079       105,263     821,451 

1994
- ----
Revenues  . . . . . . . . . . . . . . .         $155,118      $ 52,532    $ 30,635     $ 7,166      $     --    $245,451 
Operating income (loss) . . . . . . . .           28,838        20,954       4,868      (4,608)         (980)     49,072 
Income (loss) from equity affiliates  .              700            --          --         (93)           --         607 
Identifiable assets . . . . . . . . . .          330,733       163,042     104,669      10,903       155,881     765,228 

1993
- ----
Revenues  . . . . . . . . . . . . . . .         $146,610      $ 42,628    $ 27,384     $10,788      $     --    $227,410 
Operating income (loss) . . . . . . . .           28,710        15,108      (1,364)     (4,075)       (3,332)     35,047 
Income (loss) from equity affiliates  .              561            --          --        (129)           --         432 
Identifiable assets . . . . . . . . . .          388,133       121,254      59,678      22,189        89,715     680,969 



     Identifiable  assets excluded net assets of discontinued operations of
$7.9 million and $8.3 million at December 31, 1994 and 1993, respectively.

     During 1995, revenues from two customers were  in excess of 10% of the
Company's total revenues.   Revenues from one customer were  $62.0 million,
or  22% of  total revenues,  all of  which was  from the  contract drilling
segment.   Revenues from  another customer  were $34.3  million, or  12% of
total revenues, all of which was from the contract drilling segment.  

     During 1994, revenues from two customers were  in excess of 10% of the
Company's total revenues.   Revenues from one customer were  $48.2 million,
or  20%, of  total revenues, all  of which  was from  the contract drilling
segment.   Revenues from another  customer were  $35.1 million, or  14%, of
total revenues.    Of such  amount,  $33.7 million  was from  the  contract
drilling  segment  and  $1.4 million  was  from  the marine  transportation
segment.

     During 1993, revenues from one customer were  $29.0 million, or 13% of
total revenues, all of which was from the contract drilling segment.

14.  TRANSACTIONS WITH RELATED PARTIES
     ---------------------------------

     During 1993,  the Company recorded $500,000 of Other Income related to
fees received from a partnership, owned 42% by  the Company, for management
services provided by the Company.



     The Company paid or accrued legal fees  to a firm of which a  director
of the Company was a partner in 1993 totalling $369,000.  The Company has a
$675,000  note receivable from a director of the Company in connection with
the sale  of 168,750  shares (675,000  shares prior  to  the reverse  stock
split) of restricted common stock in 1988.  The note,  which may be settled
at a formula price in  shares of restricted stock of the  Company purchased
by the director, is due July 1997 and is noninterest bearing as long as the
payor remains a  director of the Company.   At December 31, 1995  and 1994,
the note was recorded as a reduction of additional paid-in capital.

15.  SUPPLEMENTAL FINANCIAL INFORMATION
     ----------------------------------

     CONSOLIDATED  BALANCE  SHEET  INFORMATION.         Accounts and  notes
receivable, net at December 31, 1995 and 1994 consists of the following (in
thousands):
                                                     1995     1994   
                                                    -------  ------- 

          Trade . . . . . . . . . . . . . . . . .   $55,993  $33,865 
          Other . . . . . . . . . . . . . . . . .     5,268    3,396 
                                                    -------  ------- 
                                                     61,261   37,261 
          Allowance for doubtful accounts . . . .      (465)    (782)
                                                    -------  ------- 
                                                    $60,796  $36,479 
                                                    =======  ======= 

     Prepaid  expenses and other at December  31, 1995 and 1994 consists of
the following (in thousands):
                                                     1995     1994   
                                                    -------  ------- 

          Tax asset . . . . . . . . . . . . . . .   $ 9,663  $     - 
          Prepaid expenses  . . . . . . . . . . .     6,319    5,183 
          Inventory . . . . . . . . . . . . . . .     2,259    2,859 
          Other . . . . . . . . . . . . . . . . .     4,652    9,551 
                                                    -------  ------- 
                                                    $22,893  $17,593 
                                                    =======  ======= 

     Accrued liabilities  at December  31, 1995  and 1994  consists of  the
following (in thousands):      
                                                     1995     1994
                                                    -------  ------- 

          Operating expenses  . . . . . . . . . .   $14,740  $ 8,081 
          Deferred purchase payment . . . . . . .    13,000        - 
          Payroll . . . . . . . . . . . . . . . .     7,957    6,337 
          Taxes . . . . . . . . . . . . . . . . .     3,592    6,157 
          Insurance . . . . . . . . . . . . . . .     2,837    6,789 
          Other . . . . . . . . . . . . . . . . .     3,694    5,859 
                                                    -------  ------- 
                                                    $45,820  $33,223 
                                                    =======  ======= 



     CONSOLIDATED  STATEMENT  OF  INCOME  INFORMATION.     Maintenance  and
repairs and taxes, other than payroll and income taxes, for the years ended
December 31, 1995, 1994 and 1993 are as follows (in thousands):

                                               1995     1994     1993  
                                              -------  -------  ------- 

          Maintenance and repairs . . . .     $18,203  $17,637  $21,564 
          Taxes, other than payroll and 
            income taxes  . . . . . . . .         967      666      838 

     CONSOLIDATED   STATEMENT  OF   CASH  FLOWS  INFORMATION.     The  1995
consolidated statement of cash flows excludes noncash activities related to
a deferred purchase payment on a jackup rig acquired as described in Note 3
"Property and Equipment,"  the transfer  of the Company's  investment in  a
joint venture to property and equipment  as described in Note 4 "Investment
in  Equity Affiliate," the incurrence of long-term debt associated with the
purchase of  four supply vessels  as described in Note  6 "Long-Term Debt,"
adjustments  to goodwill  as  described  in  Note  11  "Income  Taxes"  and
consideration  received related  to  the sale  of  the Company's  technical
services  segment  as  described  in  Note  16  "Discontinued  Operations."
Noncash  activities in  1994,  which  have  also  been  excluded  from  the
consolidated statement  of cash flows, consisted  of consideration received
related to the sale of  the United States land rig operations  as described
in Note 3 "Property  and Equipment," the conversion of  the $1.50 Preferred
Stock into  common stock of the  Company as described in  Note 7 "Preferred
Stock"  and an  adjustment  to goodwill  as described  in  Note 11  "Income
Taxes."  Noncash activities were insignificant in 1993.  

     Cash paid for  interest and income taxes for  the years ended December
31, 1995, 1994 and 1993 is as follows (in thousands):

                                                1995     1994     1993  
                                              -------  -------  ------- 
          Interest  . . . . . . . . . . .     $15,078  $ 9,940  $ 5,682 
          Income taxes  . . . . . . . . .       5,006    3,104      232 

     FAIR VALUE OF  FINANCIAL INSTRUMENTS.    The  following disclosure  of
the estimated fair  value of  financial instruments is  made in  accordance
with the requirements  of Statement of  Financial Accounting Standards  No.
107,  "Disclosures  about  Fair  Value  of  Financial  Instruments."    The
estimated fair value  amounts have  been determined by  the Company,  using
available  market  information  and  appropriate  valuation  methodologies.
However, considerable  judgement is required in interpreting market data to
develop  the estimates of fair value.  Accordingly, the estimates presented
herein are not necessarily indicative of the amounts that the Company could
realize  in  a  current market  exchange.    The  use of  different  market
assumptions and/or estimation  methodologies may have a material  effect on
the estimated fair value amounts.   The carrying amounts and estimated fair
values at December 31, 1995 and 1994 are as follows (in thousands):





                                                                           December 31, 1995            December 31, 1994
                                                                         ----------------------       ----------------------
                                                                                      Estimated                    Estimated
                                                                         Carrying       Fair          Carrying       Fair
                                                                          Amount        Value          Amount        Value  
                                                                         --------     ---------       --------     ---------
                                                                                                             
Short-term investments  . . . . . . . . . . . . . . . . . . . . . . .    $  5,000     $  5,000        $  5,869     $  5,862 
Liabilities - long-term debt, including current maturities  . . . . .     191,253      191,358         203,216      200,557 
Nonfinancial instruments - other liabilities  . . . . . . . . . . . .      17,393       17,393          13,203       13,203 
Interest rate swaps - liability position  . . . . . . . . . . . . . .          --          408              --           -- 



The estimated fair values were determined as follows:

SHORT-TERM  INVESTMENTS   ---  The  estimated  fair   value  of  short-term
investments  is based  on  current interest  rates  for   investments  with
similar characteristics.

LONG-TERM  DEBT  --- Interest  rates that  are  currently available  to the
Company  for issuance of debt  with similar terms  and remaining maturities
are used to estimate fair value for debt issues. 

OTHER  LIABILITIES ---  The estimated  fair value  of other  liabilities is
determined by discounting the expected future cash outflows relating to the
other liabilities using long-term borrowing rates available to the Company.

INTEREST RATE SWAPS --- The estimated fair value of interest  rate swaps is
based on  the difference in the  present value of the  floating rate future
receipts and fixed rate future payments.

16.  DISCONTINUED OPERATIONS
     -----------------------

    TECHNICAL SERVICES OPERATIONS

    Effective September 30, 1995, the Company exited the technical services
business through the sale of substantially  all of the assets of its wholly
owned subsidiary, ENSCO Technology  Company.  The sales price  consisted of
$11.8 million in cash,  a promissory note for  $3.6 million, a  convertible
promissory note  for $2.5  million and  the assumption  of $1.9  million of
liabilities.   The promissory note and the convertible promissory note bear
interest  at prime and are repayable in equal annual principal installments
over  a  five  year period.    Interest  on  the  promissory note  and  the
convertible  promissory  note  is  payable  quarterly.    The   convertible
promissory note may be exchanged, at the option of the Company, into equity
of the purchaser.

    As a result  of the sale, the Company's  financial statements have been
reclassified  to  present  the net  assets  and  operating  results of  the
Company's   technical  services  operations   segment  as   a  discontinued
operation.  Prior years have been reclassified for comparative purposes.  



Included  in the 1995 Income from Discontinued  Operations is a gain on the
sale discussed above  of $5.2 million  and income from  operations for  the
nine months  ended September 30, 1995  of $1.1 million.   Revenues from the
technical  services operations were $13.4  million, $16.5 million and $18.8
million in 1995, 1994 and 1993, respectively.  

    SUPPLY OPERATIONS

    In 1993, the Company  completed a series of transactions  that resulted
in the sale of substantially all of the Company's supply business conducted
by its wholly owned subsidiary ENSCO  Tool and Supply Company.  The Company
sold substantially all of  the assets of the international  supply, tubular
services and engineered  products business lines  of its supply  operations
segment on July 1, 1993.  The sales price consisted of $1.0 million in cash
and approximately $3.9 million in notes issued by the purchaser.  The notes
were  repaid  in  full  in  December  1993.    In  a  separate  transaction
consummated June  30, 1993, the Company  sold all of the  shares of capital
stock  of Petroil Services Corporation,  ENSCO Tool and  Supply (Peru) S.A.
and the Egyptian American  Technical Services Company owned by  the Company
for $5.0 million in cash.  Additionally, substantially all of the Company's
remaining  supply operations  segment  real estate  was  sold in  1993  for
approximately $2.4 million in cash, net of sales costs.

    As   a result of these transactions, the Company's financial statements
have been reclassified to  present the net assets and  operating results of
the  Company's supply  operations  segment as    a discontinued  operation.
Included in the 1993 Income  from Discontinued Operations is a gain  on the
sales discussed above of  $2.1 million (which includes a provision  of $1.3
million for  operations during the  phase out  period which  began July  1,
1993) and income from operations  for the six months ended June 30, 1993 of
$200,000. Revenues from the supply operations segment were $22.2 million in
1993.  Substantially  all of  the remaining assets  and liabilities of  the
supply business were sold, liquidated or settled in 1994.

17.  SUBSEQUENT EVENT
     ----------------

    On January 25,  1996, the Company entered into a  letter of intent with
DUAL  DRILLING COMPANY ("Dual") under which the Company would acquire Dual,
subject  to certain  conditions.   Dual  operates  a fleet  of 20  offshore
drilling  rigs, including  10 jackup  rigs and  10 self-contained  platform
rigs.  Twelve  of Dual's rigs are located  in the U.S., with three   jackup
rigs  and seven platform rigs currently located  in the U.S. Gulf of Mexico
and  two platform rigs off the  coast of California.   The remainder of the
fleet  operates  in  international  waters,  with  rigs  currently  located
offshore  India,  Mexico, Qatar,  Indonesia and  China. Under  the proposed
transaction,  Dual's common stockholders would receive  0.625 shares of the
Company's common  stock for  each share of  Dual common stock,  which would
result in the issuance of approximately 9.9 million shares of the Company's
common stock.   The  Company expects  to account for  the combination  as a
purchase  acquisition.    The  transaction  is  subject   to  execution  of
definitive agreements,  approval by the stockholders of  Dual and requisite
governmental and other  approvals.   Subject to the  satisfaction of  these
conditions, closing of the transaction is expected before June 30, 1996.



18.  UNAUDITED QUARTERLY FINANCIAL DATA
     ----------------------------------

    A  summary of  unaudited quarterly  consolidated  financial information
for 1995 and 1994 is as follows (in thousands, except per share amounts):


  

                                                     First       Second        Third      Fourth
                  1995                              Quarter      Quarter      Quarter     Quarter     Total   
                  ----                              -------      -------      -------     -------    -------- 
                                                                                            
Revenues  
      Contract drilling . . . . . . . . . . . .     $53,900      $53,949      $61,162     $71,764    $240,775 
      Marine transportation . . . . . . . . . .       7,230        8,476       10,631      12,002      38,339 
                                                     61,130       62,425       71,793      83,766     279,114 
Operating expenses
      Contract drilling . . . . . . . . . . . .      30,479       30,458       34,413      37,208     132,558 
      Marine transportation . . . . . . . . . .       5,616        5,706        6,066       6,014      23,402 
                                                     36,095       36,164       40,479      43,222     155,960 
Operating margin  . . . . . . . . . . . . . . .      25,035       26,261       31,314      40,544     123,154 
Depreciation and amortization . . . . . . . . .      13,546       14,307       14,702      15,835      58,390 
General and administrative  . . . . . . . . . .       2,143        2,478        2,209       2,739       9,569 
Operating income  . . . . . . . . . . . . . . .       9,346        9,476       14,403      21,970      55,195 
Interest income . . . . . . . . . . . . . . . .       2,149        1,652          986       1,523       6,310 
Interest expense  . . . . . . . . . . . . . . .      (4,391)      (4,104)      (3,912)     (4,157)    (16,564)
Other income  . . . . . . . . . . . . . . . . .         943          400          874         181       2,398 
Income from continuing operations before
    income taxes and minority interest  . . . .       8,047        7,424       12,351      19,517      47,339 
Provision for income taxes  . . . . . . . . . .         (39)        (145)      (1,242)     (1,971)     (3,397)
Minority interest . . . . . . . . . . . . . . .        (602)        (596)        (508)       (473)     (2,179)
Income from continuing operations . . . . . . .       7,406        6,683       10,601      17,073      41,763 
Income from discontinued operations . . . . . .         216          401        5,679          --       6,296 
Net income  . . . . . . . . . . . . . . . . . .     $ 7,622      $ 7,084      $16,280     $17,073    $ 48,059 
Income per common share
      Continuing operations . . . . . . . . . .     $   .12      $   .11      $   .18     $   .28    $    .69 
      Discontinued operations . . . . . . . . .         .01          .01          .09          --         .10 
                                                    $   .13      $   .12      $   .27     $   .28    $    .79 




                                                     First       Second        Third      Fourth  
                  1994                              Quarter      Quarter      Quarter     Quarter     Total   
                  ----                              -------      -------      -------     -------    -------- 
                                                                                            
Revenues 
      Contract drilling . . . . . . . . . . . .     $52,015      $54,048      $48,964     $52,754    $207,781 
      Marine transportation . . . . . . . . . .       8,504        9,149       10,128       9,889      37,670 
                                                     60,519       63,197       59,092      62,643     245,451 
Operating expenses
      Contract drilling . . . . . . . . . . . .      27,296       28,607       26,606      27,715     110,224 
      Marine transportation . . . . . . . . . .       5,400        5,736        7,441       6,528      25,105 
                                                     32,696       34,343       34,047      34,243     135,329 
Operating margin  . . . . . . . . . . . . . . .      27,823       28,854       25,045      28,400     110,122 
Depreciation and amortization . . . . . . . . .      12,068       12,902       13,214      13,614      51,798 
General and administrative  . . . . . . . . . .       2,151        2,342        2,160       2,599       9,252 
Operating income  . . . . . . . . . . . . . . .      13,604       13,610        9,671      12,187      49,072 
Interest income . . . . . . . . . . . . . . . .       1,062          929        1,267       1,994       5,252 
Interest expense  . . . . . . . . . . . . . . .      (2,706)      (2,609)      (3,533)     (4,529)    (13,377)
Other income (expense)  . . . . . . . . . . . .         165         (653)         340        (478)       (626)
Income from continuing operations before
    income taxes and minority interest  . . . .      12,125       11,277        7,745       9,174      40,321 
Provision for income taxes  . . . . . . . . . .      (1,175)      (1,047)        (685)       (852)     (3,759)
Minority interest . . . . . . . . . . . . . . .        (838)        (645)        (583)       (918)     (2,984)
Income from continuing operations . . . . . . .      10,112        9,585        6,477       7,404      33,578 
Income from discontinued operations . . . . . .       1,285          950          296       1,062       3,593 
Net income  . . . . . . . . . . . . . . . . . .      11,397       10,535        6,773       8,466      37,171 
Preferred stock dividend requirements . . . . .      (1,065)      (1,065)          (5)       --        (2,135)
Income applicable to common stock . . . . . . .     $10,332      $ 9,470      $ 6,768    $  8,466    $ 35,036 
Income per common share
      Continuing operations . . . . . . . . . .     $   .16      $   .15      $   .11    $    .12    $    .55 
      Discontinued operations . . . . . . . . .         .02          .02          .01         .02         .06 
                                                    $   .18      $   .17      $   .12    $    .14    $    .61 


    The first and second quarter results for 1995 and also the 1994 results
for  all  periods  were reclassified  to  reflect  the  accounting for  the
technical  services operation as a  discontinued operation.   The effect of
this change had  no impact  upon net  income, income  applicable to  common
stock or income per common share.  See Note 16 "Discontinued Operations."


Item 9. Changes  in and  Disagreements with Accountants  on Accounting  and
Financial Disclosure

None.



                                  PART III


Item 10. Directors and Executive Officers, Item 11. Executive Compensation,
Item 12.  Security Ownership of  Certain Beneficial Owners  and Management,
and Item 13. Certain Relationships and Related Transactions

    Certain information regarding the executive officers of the Company has
been presented in  "Executive Officers  of the Registrant"  as included  in
"Item 1.  Business."

    Pursuant  to  General  Instruction  G(3),  the  additional  information
required  by these  items  is  hereby  incorporated  by  reference  to  the
Company's definitive  proxy  statement,  which  involves  the  election  of
directors  and will be  filed with the  Commission not later  than 120 days
after the end of the fiscal year ended December 31, 1995.


                                  PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

  (a)     FINANCIAL STATEMENTS, FINANCIAL  STATEMENT SCHEDULES AND EXHIBITS
          FILED AS PART OF THIS REPORT:

      (1) Financial Statements of ENSCO International Incorporated    Page

          Report of Independent Accountants - Price Waterhouse LLP     23
          Consolidated Balance Sheet  . . . . . . . . . . . . . . .    24
          Consolidated Statement of Income  . . . . . . . . . . . .    25
          Consolidated Statement of Cash Flows  . . . . . . . . . .    26
          Notes to Consolidated Financial Statements  . . . . . . .    27

      (2) Exhibits

          The following  instruments  are  included  as  exhibits  to  this
          Report.  Exhibits incorporated  by reference are so  indicated by
          parenthetical information.

EXHIBIT NO.                            DOCUMENT
- -----------                            --------

   * 3.1  -    Certificate of Incorporation of the Company, as amended.

     3.2  -    Bylaws of the Company, as amended (incorporated by reference
               to Exhibit 3.2 to the Registrant's Annual Report on Form 10-
               K for the year ended December 31, 1992, File No. 1-8097).

     3.3  -    Certificate of Designation  of $1.50 Cumulative  Convertible
               Exchangeable Preferred  Stock (incorporated by  reference to
               Exhibit 3 to the Registrant's Quarterly Report  on Form 10-Q
               for the period ended March 31, 1988, File No. 1-8097).

     4.1  -    Purchase Agreement  dated March 28, 1988  among the Company,
               ENSCO Marine Company,  Prudential-Bache Energy Growth  Fund,
               L.P. G-2  and Prudential-Bache Energy Growth  Fund, L.P. G-3
               relating to $26,000,000 aggregate principal amount of Senior
               Secured Notes  of  ENSCO  Marine  Company  and  warrants  to
               purchase  2,500,000 shares  of  the  Company's Common  Stock
               (incorporated   by  reference   to   Exhibit  4.3   of   the
               Registrant's Annual  Report on Form 10-K for  the year ended
               December 31, 1992, File No. 1-8097).

     4.2  -    Form of 6% Convertible Subordinated Debenture due April  15,
               2003  (incorporated  by reference  to  Exhibit  4.10 to  the
               Registrant's Quarterly  Report on Form 10-Q  for the quarter
               ended March 31, 1988, File No. 1-8097).

     4.3  -    Form  of Indenture  relating to Registrant's  6% Convertible
               Subordinated  Debentures  (incorporated   by  reference   to
               Exhibit 4.4 to the Registrant's Quarterly Report on Form 10-
               Q for the quarter ended March 31, 1988, File No. 1-8097).

     4.4  -    Certificate of  Designation of $1.50  Cumulative Convertible
               Exchangeable Preferred Stock (as set forth in Exhibit 3.3).



     4.5  -    Form  of  Rights Agreement  dated  as of  February  21, 1995
               between the  Company and  American  Stock Transfer  &  Trust
               Company,  as Rights Agent,  which includes as  Exhibit A the
               Form  of  Certificate of  Designations  of  Series A  Junior
               Participating   Preferred   Stock  of   ENSCO  International
               Incorporated, as Exhibit  B the Form  of Right  Certificate,
               and as Exhibit C the Summary of Rights to Purchase Shares of
               Preferred   Stock   of   ENSCO  International   Incorporated
               (incorporated  by  reference to  Exhibit  4 to  Registrant's
               Current Report on Form 8-K dated February 21, 1995, File No.
               1-8097).

    10.1  -    ENSCO Incentive Plan, as  amended (incorporated by reference
               to Exhibit  10.1 to the  Registrant's Annual Report  on Form
               10-K for the year ended December 31, 1993, File No. 1-8097).

    10.2  -    Employee Stock Purchase Plan of the Company (incorporated by
               reference to Exhibit 10.5 of the Registrant's Annual  Report
               on Form 10-K for the year ended December 31, 1988, File  No.
               1-8097).

    10.3  -    Restricted  Stock Agreement  effective as  of June  10, 1987
               between  Morton H.  Meyerson and Blocker  Energy Corporation
               (incorporated   by   reference  to   Exhibit  10.6   of  the
               Registrant's Annual  Report on Form 10-K for  the year ended
               December 31, 1992, File No. 1-8097).

    10.4  -    Restricted Stock  Agreement effective  as  of May  31,  1988
               between Morton H. Meyerson and the Company (incorporated  by
               reference  to  Exhibit 19.2  to  the Registrant's  Quarterly
               Report on Form 10-Q for the period ended September 30, 1988,
               File No. 1-8097).

    10.5  -    Termination of Pledge Agreement  and Amendment of Restricted
               Stock Agreement,  dated March 1, 1991, by and between Morton
               H. Meyerson and  the Company (incorporated  by reference  to
               Exhibit 10.108 to the Registrant's Annual Report on Form 10-
               K for the year ended December 31, 1990, File No. 1-8097).

    10.6  -    First Amendment, dated March 1, 1991, to the Promissory Note
               dated  July 19,  1988 in  the original  principal amount  of
               $675,000  between   Morton  H.  Meyerson   and  the  Company
               (incorporated  by   reference  to  Exhibit  10.109   to  the
               Registrant's Annual Report on  Form 10-K for the year  ended
               December 31, 1990, File No. 1-8097).

    10.7  -    Lease Agreement between  the Company as  tenant and  Freeman
               Ross, Ltd. as  landlord for the  Company's corporate  office
               space at First Interstate Bank Tower at Fountain Place, 1445
               Ross  Avenue, Dallas,  Texas (incorporated  by reference  to
               Exhibit 28.5  to Registrant's Quarterly Report  on Form 10-Q
               for the quarter ended June 30, 1990, File No. 1-8097).



    10.8  -    Supplemental  Compensation Agreement,  dated March  1, 1991,
               between Morton H. Meyerson and the Company (incorporated  by
               reference  to  Exhibit  10.110  to the  Registrant's  Annual
               Report  on Form 10-K for  the year ended  December 31, 1990,
               File No. 1-8097).

    10.9  -    Construction and Purchase Agreement dated as of February  3,
               1992 between Nissho  Iwai Hong Kong  Corporation Limited  as
               Purchaser  and   ENSCO   Drilling  Company   as   Contractor
               (incorporated  by  reference   to  Exhibit   10.21  of   the
               Registrant's  Annual Report on Form 10-K  for the year ended
               December 31, 1993, File No. 1-8097).

    10.10 -    Sale and  Financing Agreement dated  as of February  3, 1992
               between  ENSCO Drilling  Venezuela,  Inc.  as Purchaser  and
               Nissho  Iwai  Hong   Kong  Corporation  Limited   as  Seller
               (incorporated  by  reference   to  Exhibit   10.22  of   the
               Registrant's Annual Report  on Form 10-K for  the year ended
               December 31, 1993, File No. 1-8097).

    10.11 -    Shelf  Registration  Agreement  by  and  among  the Company,
               SOLVation   Inc.,   Energy   Management  Corporation,   SEGA
               Associates, L.P.,  Smith  Factors  Inc.,  The  Summit  Trust
               Company, as Trustee, Natural Gas Partners, L.P., The Goldman
               Sachs Group,  L.P., Permian Equities Inc.,  and others dated
               as of May 6, 1993 (incorporated by reference to Exhibit 28.2
               to the  Registrant's Quarterly Report  on Form 10-Q  for the
               quarter ended March 31, 1993, File No. 1-8097).

    10.12 -    Stock  Exchange Agreement  by and  among the  Company, ENSCO
               Engineering Company, SOLVation  Inc., Natural Gas  Partners,
               L.P., Goldman Sachs Group, L.P., Permian Equities Inc.,  NGP
               No.  I, L.P., and the Summit Trust Company, as Trustee dated
               as of May 6, 1993 (incorporated by reference to Exhibit 28.1
               to the  Registrant's Quarterly Report  on Form 10-Q  for the
               quarter ended March 31, 1993, File No. 1-8097).

    10.13 -    Loan Agreement  dated October 14,  1993, by and  among ENSCO
               Marine Company and The  CIT Group/Equipment Financing,  Inc.
               (incorporated   by  reference  to   Exhibit  10.27   of  the
               Registrant's Annual Report  on Form 10-K for  the year ended
               December 31, 1993, File No. 1-8097).

    10.14 -    Construction and Purchase Agreement dated November 12, 1993,
               by and between  ENSCO Drilling Company and  Nissho Iwai Hong
               Kong  Corporation  Limited  (incorporated  by  reference  to
               Exhibit 10.28 of the Registrant's Annual Report on Form 10-K
               for the year ended December 31, 1993, File No. 1-8097).

    10.15 -    Sale and Financing Agreement dated November 12, 1993, by and
               between Nissho Iwai Hong Kong Corporation Limited and  ENSCO
               Drilling  Venezuela,  Inc.  (incorporated  by  reference  to
               Exhibit 10.29 of the Registrant's Annual Report on Form 10-K
               for the year ended December 31, 1993, File No. 1-8097).



    10.16 -    Credit Facility Agreement  dated December 15,  1993, by  and
               among   ENSCO  Offshore  Company  and  ENSCO  Offshore  U.K.
               Limited, as borrowers, and Christiania  Bank OG Kreditkasse,
               London Branch, den Norske Bank A.S., New York Branch, Banque
               Indosuez,  and Meespierson N.V.,  as the Banks (incorporated
               by  reference to  Exhibit 10.30  of the  Registrant's Annual
               Report  on Form 10-K for  the year ended  December 31, 1993,
               File No. 1-8097).

    10.17 -    Partial Satisfaction of  Mortgage, dated November 29,  1994,
               between Wilmington Trust Company, as trustee for the benefit
               of The CIT Group/Equipment Financing, Inc., and ENSCO Marine
               Company (incorporated  by reference to Exhibit  No. 10.30 of
               the Registrant's  Annual Report  on Form  10-K for  the year
               ended December 31, 1994, File No. 1-8097).

    10.18 -    Modification  and  Amendment of  First Preferred  Fleet Ship
               Mortgage, dated January  23, 1995, by  ENSCO Marine  Company
               and Wilmington Trust Company, as trustee  for the benefit of
               The  CIT Group/Equipment  Financing,  Inc. (incorporated  by
               reference to Exhibit  No. 10.31 of  the Registrant's  Annual
               Report  on Form 10-K for  the year ended  December 31, 1994,
               File No. 1-8097).
 
    10.19 -    Amendment No. 1, dated November 1, 1994, to Credit  Facility
               Agreement  dated  December  15,  1993  among ENSCO  Offshore
               Company and  ENSCO Offshore U.K. Limited,  as borrowers, and
               Christiana Bank  OG Kreditkasse, London  Branch, den  Norske
               Bank A.S., New York Branch, Banque Indosuez and  Meespierson
               N.V., as the banks (incorporated by reference to Exhibit No.
               10.32 of the Registrant's Annual Report on Form 10-K for the
               year ended December 31, 1994, File No. 1-8097).  

    10.20 -    Amended  and  Restated   Credit  Facility  Agreement   dated
               September 27, 1995 by  and among ENSCO Offshore Company  and
               ENSCO Offshore  U.K. Limited,  as borrowers,  and Christiana
               Bank OG Kreditkasse,  New York Branch,  and den Norske  Bank
               AS, New York Branch, as the Banks (incorporated by reference
               to Exhibit No. 10.33 to the Registrant's Quarterly Report on
               Form 10-Q for the quarter ended September 30, 1995, File No.
               1-8097).

    10.21 -    Amendment No.  2, dated  September  27, 1995,  to the  First
               Preferred   Fleet  Mortgage  dated  December  17,  1993,  as
               amended,  by  ENSCO  Offshore  Company   and  Bankers  Trust
               Company, as trustee  for the benefit  of Christiana Bank  OG
               Kreditkasse, New  York Branch, and  den Norske Bank  AS, New
               York Branch (incorporated by reference to Exhibit No.  10.34
               to the Registrant's  Quarterly Report on  Form 10-Q for  the
               quarter ended September 30, 1995, File No. 1-8097).

    10.22 -    Letter of intent dated January 25, 1996 between the  Company
               and  DUAL DRILLING  COMPANY   (incorporated by  reference to
               Exhibit 99.5 to the Registrant's  Current Report on Form 8-K
               dated January 25, 1996, File No. 1-8097).


  * 10.23 -    Select Executive Retirement Plan of the Company.

  * 10.24 -    Second  Amendment,  dated   September  14,   1995,  to   the
               Promissory  Note  dated  July  19,  1988  in  the   original
               principal amount of $675,000 between Morton H. Meyerson  and
               the Company. 

  * 21    -    Subsidiaries of the Registrant.

  * 23    -    Consent of Price Waterhouse LLP.

  * 27    -    Financial Data Schedule - December 31, 1995.

  * 27.1  -    Financial Data Schedule - September 30, 1994 (Restated).

  * 27.2  -    Financial Data Schedule - December 31, 1994 (Restated).

  * 27.3  -    Financial Data Schedule - March 31, 1995 (Restated).

  * 27.4  -    Financial Data Schedule - June 30, 1995 (Restated).

- -----------------                
* Filed Herewith


EXECUTIVE COMPENSATION PLANS AND ARRANGEMENTS

The  following  is  a   list  of  all  executive  compensation   plans  and
arrangements required to be filed as an exhibit to this Form 10-K:

  1.   ENSCO Incentive Plan, as amended  (filed as Exhibit 10.1  hereto and
       incorporated  by  reference  to  Exhibit  10.1  of  the Registrant's
       Annual Report  on Form 10-K  for the year  ended December 31,  1993,
       File No. 1-8097).

  2.   Employee Stock Purchase Plan of  the Company (filed as  Exhibit 10.2
       hereto  and  incorporated  by  reference  to  Exhibit  10.5  of  the
       Registrant's Annual Report  on Form 10-K for the year ended December
       31, 1988, File No. 1-8097).

  3.   Restricted Stock  Agreement effective  as of  June 10, 1987  between
       Morton H. Meyerson  and the Company  (filed as  Exhibit 10.3  hereto
       and incorporated by reference  to Exhibit  10.6 to the  Registrant's
       Annual Report  on Form 10-K  for the year  ended December 31,  1992,
       File No. 1-8097).

  4.   Restricted  Stock Agreement  effective  as of  May 31,  1988 between
       Morton H. Meyerson  and the Company  (filed as  Exhibit 10.4  hereto
       and incorporated by  reference to Exhibit 19.2  to the  Registrant's
       Quarterly Report on  Form 10-Q for  the period  ended September  30,
       1988, File No. 1-8097).

  5.   Termination  of Pledge Agreement  and Amendment  of Restricted Stock
       Agreement, dated  March 1, 1991, by  and between  Morton H. Meyerson
       and the  Company (filed as Exhibit  10.5 hereto  and incorporated by
       reference to Exhibit  10.108 to  the Registrant's  Annual Report  on
       Form 10-K for the year ended December 31, 1990, File No. 1-8097).



  6.   First Amendment, dated March 1,  1991, to the Promissory  Note dated
       July 19, 1988 in the  original principal amount of  $675,000 between
       Morton H. Meyerson  and the Company  (filed as  Exhibit 10.6  hereto
       and incorporated by reference to Exhibit  10.109 to the Registrant's
       Annual  Report on  Form 10-K for  the year ended  December 31, 1990,
       File No. 1-8097).

  7.   Supplemental  Compensation Agreement, dated  March 1,  1991, between
       Morton H. Meyerson  and the Company  (filed as  Exhibit 10.8  hereto
       and incorporated by reference to Exhibit 10.110 to the  Registrant's
       Annual Report  on Form  10-K for the  year ended December  31, 1990,
       File No. 1-8097).

  8.   Select  Executive Retirement Plan of  the Company (filed herewith as
       Exhibit 10.23).

  9.   Second Amendment, dated  September 14, 1995, to the  Promissory Note
       dated July 19,  1988 in the  original principal  amount of  $675,000
       between Morton  H.  Meyerson  and  the Company  (filed  herewith  as
       Exhibit 10.24).

The Company will  furnish to  the Securities and  Exchange Commission  upon
request, all  constituent  instruments defining  the rights  of holders  of
long-term  debt of the Company not filed herewith as permitted by paragraph
4(iii)(A) of Item 601 of Regulation S-K.

  (b)  REPORTS ON FORM 8-K

       No Current Reports on  Form 8-K were filed by the Company during the
       fourth quarter of the year ended December 31, 1995.

For the  purposes of complying with  the amendments to the  rules governing
Form S-8 (effective July 13, 1990) and Form S-3 under the Securities Act of
1933, the  undersigned  registrant  hereby  undertakes  as  follows,  which
undertaking   shall  be   incorporated  by   reference  into   registrant's
Registration Statements on  Form S-8 Nos. 33-40282  filed May 2,  1991, 33-
41294 filed  June 19, 1991,  33-35862 filed  July 13, 1990,  33-32447 filed
December  5, 1989  and 33-14714 filed  June 1,  1987 and Form  S-3 Nos. 33-
64642, 33-49590  filed July 13, 1992  (as amended by Amendment  No. 1 filed
July 31, 1992), 33-46500 filed March  18, 1992 (as amended by Amendment No.
1  filed May  7, 1992),  33-43756 filed  November 12,  1991 (as  amended by
Amendment  No. 1 filed December 19, 1991)  and 33-42965 filed September 25,
1991  (as amended  by  Amendment No.  1 and  2 filed  October 29,  1991 and
November 18, 1991, respectively):

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may  be permitted to directors, officers and controlling persons of
the  registrant pursuant  to the  foregoing provisions,  or  otherwise, the
registrant  has  been advised  that in  the opinion  of the  Securities and
Exchange Commission  such  indemnification  is  against  public  policy  as
expressed in the Securities  Act of 1933 and is,  therefore, unenforceable.
In  the event  that a  claim for  indemnification against  such liabilities
(other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense  of any action,  suit or proceeding) is  asserted by such director,
officer or controlling person in connection with the securities being



registered, the registrant will, unless  in the opinion of its counsel  the
matter  has been  settled by controlling  precedent, submit  to a  court of
appropriate jurisdiction the question whether such indemnification by it is
against public  policy as expressed in the Act  and will be governed by the
final adjudication of such issue. 



                                 SIGNATURES

Pursuant to  the requirements  of Section  13  or 15(d)  of the  Securities
Exchange  Act of  1934, the Registrant  has duly  caused this  report to be
signed  on its  behalf by  the undersigned,  thereunto duly  authorized, on
February 26, 1996.

                              ENSCO INTERNATIONAL INCORPORATED
                                        (Registrant)


                              By   /s/ CARL F. THORNE    
                                   ------------------------------------
                                       Carl F. Thorne
                                       Chairman, President and
                                       Chief Executive Officer

Pursuant  to the requirements of the  Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the Registrant
and in the capacities and on the date indicated.

          SIGNATURES                    TITLE                    DATE

  /S/    CARL F. THORNE           Chairman, President,
         Carl F. Thorne           Chief Executive Officer            
                                  and Director

  /S/   RICHARD A. WILSON         Senior Vice President, 
        Richard A. Wilson         Chief Operating Officer
                                  and Director

  /S/  C. CHRISTOPHER GAUT        Vice President and Chief  
       C. Christopher Gaut        Financial Officer

  /S/     H. E. MALONE            Vice President, Chief
          H. E. Malone            Accounting Officer and             
                                  Controller

  /S/    CRAIG I. FIELDS          Director
         Craig I. Fields  
                                                         February 26, 1996
  /S/ ORVILLE D. GAITHER, SR.     Director
      Orville D. Gaither, Sr.  

  /S/   GERALD W. HADDOCK         Director
        Gerald W. Haddock  

  /S/   DILLARD S. HAMMETT        Director
        Dillard S. Hammett

  /S/   THOMAS L. KELLY, II       Director
        Thomas L. Kelly, II

  /S/   MORTON H. MEYERSON        Director
        Morton H. Meyerson