UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 1997

[ ] 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 0-26710

CORE LABORATORIES N.V.
(Exact name of registrant as specified in its charter)

THE NETHERLANDS NOT APPLICABLE
(State of other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

HERENGRACHT 424
1017 BZ AMSTERDAM

THE NETHERLANDS NOT APPLICABLE
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (31-20) 420-3191

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 [ ]

The number of common shares of the Registrant, par value NLG .03 per share,
outstanding at May 6, 1997 was 10,596,138.

CORE LABORATORIES N.V.
FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1997

INDEX

PAGE

Part I -- Financial Information

Item 1 -- Financial Statements

Consolidated Balance Sheets at March 31, 1997
and December 31, 1996.......................................... 1
Consolidated Income Statements for the Three Months Ended
March 31, 1997 and 1996........................................ 2
Consolidated Statements of Cash Flows for the Three Months Ended
March 31, 1997 and 1996........................................ 3
Notes to Consolidated Financial Statements ........................ 4
Item 2-- Management's Discussion and Analysis of Financial Condition
and Results of Operations ......................................... 7

Part II -- Other Information

Item 1-- Legal Proceedings.............................................. 11

Item 2--Changes in Securities........................................... 11

Item 3-- Defaults Upon Senior Securities................................ 11

Item 4-- Submission of Matters to a Vote of Security Holders............ 11

Item 5--Other Information............................................... 11

Item 6-- Exhibits and Reports on Form 8-K ............................. 12

Signature .................................................................. 13

CORE LABORATORIES N.V.
CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS OF DOLLARS, EXCEPT SHARE DATA)

MARCH 31, DECEMBER 31,
1997 1996
---------- ---------

ASSETS (UNAUDITED) (AUDITED)
CURRENT ASSETS:

Cash and cash equivalents................................................... $ 1,884 $ 2,935
Accounts receivable, net.................................................... 32,724 27,993
Inventories ................................................................ 10,739 9,472
Prepaid expenses and other ................................................ 1,486 1,223
Deferred tax assets ....................................................... 1,017 927
---------- ---------
Total current assets ....................................................... 47,850 42,550
---------- ---------

PROPERTY, PLANT AND EQUIPMENT.................................................... 42,746 35,814
Less-- accumulated depreciation............................................. (9,732) (8,109)
---------- ----------
33,014 27,705

INTANGIBLES AND GOODWILL, net ................................................... 19,262 8,417
NON-CURRENT DEFERRED TAX ASSET .................................................. 245 245
LONG-TERM INVESTMENT ............................................................ 250 250
OTHER LONG-TERM ASSETS........................................................... 2,266 524
---------- ----------
Total assets .......................................................... $ 102,887 $ 79,691
========== ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:

Current maturities of long-term debt ....................................... $ 4,346 $ 4,430
Accounts payable............................................................ 7,620 5,909
Accrued payroll and related costs .......................................... 3,511 3,141
Accrued income taxes payable ............................................... 1,240 1,008
Deferred tax liability...................................................... 604 604
Other accrued expenses .................................................... 3,967 2,253
---------- ---------
Total current liabilities................................................... 21,288 17,345
---------- ----------

LONG-TERM DEBT .................................................................. 28,873 11,594
NON-CURRENT DEFERRED TAX LIABILITY .............................................. 1,970 1,970
OTHER LONG-TERM LIABILITIES .................................................... 1,181 1,159
MINORITY INTEREST................................................................ 245 212
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:

Preference shares, NLG .03 par value; 3,000,000 shares
authorized, no shares issued or outstanding............................. -- --
Common shares, NLG .03 par value; 30,000,000 shares authorized,
10,595,638 and 10,592,638 issued and outstanding
at March 31, 1997 and December 31, 1996, respectively................... 186 186
Additional paid-in capital.................................................. 35,535 35,500
Retained earnings........................................................... 13,609 11,725
---------- ----------
Total shareholders' equity.............................................. 49,330 47,411
---------- ----------
Total liabilities and shareholders' equity......................... $ 102,887 $ 79,691
========== ===========

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

CORE LABORATORIES N.V.
CONSOLIDATED INCOME STATEMENTS

(IN THOUSANDS OF DOLLARS, EXCEPT SHARE AND PER SHARE DATA)

THREE MONTHS ENDED
MARCH 31,
---------------------------
1997 1996
----------- ------------
(UNAUDITED) (UNAUDITED)
SERVICES ....................................... $ 22,223 $ 18,600
SALES .......................................... 4,638 6,879
----------- ------------
26,861 25,479
OPERATING EXPENSES:

Costs of services ......................... 17,477 15,051
Costs of sales ............................ 3,870 5,676
General and administrative expenses ....... 1,024 930
Depreciation and amortization ............. 1,462 1,137
Other (income) expense, net ............... 49 (68)
----------- ------------
23,882 22,726

INCOME BEFORE INTEREST EXPENSE AND

INCOME TAX EXPENSE ........................ 2,979 2,753

INTEREST EXPENSE ............................... 287 405
----------- ------------

INCOME BEFORE INCOME TAX EXPENSE ............... 2,692 2,348

INCOME TAX EXPENSE ............................. 808 766
----------- ------------

NET INCOME ..................................... 1,884 1,582
=========== ============

NET INCOME PER SHARE ........................... $ .18 $ .15
=========== ============

WEIGHTED AVERAGE SHARES OUTSTANDING ............ 10,760,684 10,632,737
=========== ============
The accompanying notes are an integral part of these
consolidated financial statements.

CORE LABORATORIES N.V.
CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS OF DOLLARS)

THREE MONTHS ENDED
MARCH 31,
----------------------------
1997 1996
-------- -------
(UNAUDITED) (UNAUDITED)

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income ........................................................................... $ 1,884 $ 1,582
Adjustments to reconcile net income to net cash provided
by operating activities:

Depreciation and amortization .................................................... 1,462 1,137
Adjustment for change in fiscal year of pooled company ........................... -- 77
Gain on sale of fixed assets ..................................................... (5) --
Changes in assets and liabilities:

Decrease (increase) in accounts receivable ....................................... 97 (1,097)
Decrease (increase) in inventories ............................................... (171) 1,017
Increase in prepaid expenses and other ........................................... (263) (133)
Decrease in accounts payable ..................................................... (2,013) (2,733)
Increase (decrease) in accrued payroll ........................................... 283 (642)
Increase in accrued income taxes payable ......................................... 235 347
Increase (decrease) in other accrued expenses .................................... (469) 867
Other ............................................................................ (8) (119)
-------- -------
Net cash provided by operating activities ................................... 1,032 303
-------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures ................................................................. (2,699) (775)
Proceeds from sale of fixed assets ................................................... 69 --
Acquisition of Scott Pickford plc, net of cash ....................................... (15,017) --
Acquisition of Gulf States Analytical, Inc. .......................................... -- (4,310)
-------- -------
Net cash used in investing activities ............................................ (17,647) (5,085)
-------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on long-term debt ........................................................... (2,018) (6,565)
Borrowings under long-term debt ...................................................... 17,637 9,900
Decrease in short-term debt .......................................................... -- (190)
Exercise of stock options ............................................................ 35 --
Other ................................................................................ -- (17)
-------- -------
Net cash provided by financing activities ........................................ 15,564 3,128
-------- -------
NET CHANGE IN CASH ........................................................................ (1,051) (1,654)
CASH, beginning of period ................................................................. 2,935 4,940
-------- -------
CASH, end of period ....................................................................... $ 1,884 $ 3,286
======== =======

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

CORE LABORATORIES N.V.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited consolidated financial statements include the
accounts of Core Laboratories N.V. and its subsidiaries (the "Company"), and
have been prepared in accordance with United States generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments considered necessary for a fair presentation have
been included. Operating results for the three month period ended March 31, 1997
are not necessarily indicative of the results that may be expected for the year
ending December 31, 1997. Balance sheet information as of December 31, 1996, has
been taken from the 1996 annual audited financial statements. For further
information, reference is made to the consolidated financial statements and
footnotes thereto included in the Company's Form 10-K filed with the Securities
and Exchange Commission on March 27, 1997.

On December 31, 1996, Core Laboratories N.V. completed the acquisition of
ProTechnics Company ("ProTechnics"). The acquisition was accounted for as a
pooling of interests; accordingly, the accompanying consolidated financial
statements have been restated to include the results of ProTechnics for all
periods presented.

Net income per share is calculated by dividing net income by the weighted
average number of common shares and common share equivalents outstanding during
the periods presented. Fully diluted income per share is equal to primary income
per share in all periods presented.

In February, 1997, the Financial Accounting Standards Board issued SFAS No.
128 "Earnings Per Share", revising the methodology to be used in computing
earnings per share ("EPS") requiring that the computations required for primary
and fully diluted EPS are replaced with "basic" and "diluted" EPS. The Company
will adopt SFAS No. 128 effective December 31, 1997 and will restate EPS for all
periods presented. The Company anticipates that the amount reported for basic
EPS for the three month period ending March 31, 1997 will be unchanged.

2. ACQUISITIONS

SCOTT PICKFORD ACQUISITION

plc and its subsidiaries ("Scott Pickford") provide petroleum reservoir
management, geoscience services, and engineering products to its customers.
Scott Pickford reported revenues of $13,223,000, $13,319,000 and $7,545,000 for
its fiscal years ended March 31, 1996, 1995, and 1994, respectively. The
acquisition was financed through borrowings, accounted for using the purchase
method of accounting and resulted in approximately $11,000,000 of goodwill which
is being amortized over a forty year period. Scott Pickford's results of
operations will be included with those of the Company beginning March 1, 1997.

Management has completed and recorded in the accompanying financial
statements a preliminary purchase price allocation for the Scott Pickford
acquisition. However, as additional information concerning the value of the
assets acquired and liabilities assumed becomes known additional adjustments
will be made to the purchase price allocation related to the Scott Pickford
acquisition included in the accompanying financial statements.

SUBSEQUENT EVENT

SAYBOLT INTERNATIONAL B.V. ACQUISITION

On May 12, 1997 the Company consummated the acquisition of Saybolt
International B.V. for $67 million in cash and the assumption of approximately
$5 million of net debt. Saybolt International B.V. and its subsidiaries
("Saybolt") provide analytical and field services to characterize and test crude
oil and petroleum products to the oil industry. Saybolt operates in over 40
countries and has approximately 1,650 employees. Saybolt reported revenues of
$105,358,000, $97,803,000 and $90,258,000 in 1996, 1995, and 1994, respectively.
The transaction was accounted for under the purchase method and financed using
additional bank borrowings.

3. INVENTORIES

Inventories are primarily items held for sales or services provided to
customers. Inventories are stated at the lower of average cost (includes direct
material, labor and overhead) or estimated realizable value. A summary of
inventories is as follows (in thousands):

MARCH 31, DECEMBER 31,
1997 1996
------- ------
(UNAUDITED) (AUDITED)
Parts and materials ......................... $ 4,024 $4,011
Work in process ............................. 6,715 5,461
------- ------
Total .............................. $10,739 $9,472
======= ======

4. LONG-TERM DEBT

Long-term debt at March 31, 1997 and December 31, 1996 is summarized in the
following table (in thousands):

MARCH 31, DECEMBER 31,
1997 1996
----------- -----------
(UNAUDITED) (AUDITED)

Amended Unsecured Credit Agreement with a bank group:
$14,000 term loan facility.............................................. $ 8,750 $ 9,375
$10,000 revolving credit facility....................................... 2,500 --
$20,000 acquisition credit facility..................................... 5,100 5,440
Consideration payable for Scott Pickford plc 15,150 --
$980 term loan.............................................................. 874 --
$1,250 revolving credit facility............................................ -- 400
$850 term loan facility..................................................... -- 722
Other notes payable......................................................... 845 87
----------- -----------
Total debt ........................................................ 33,219 16,024
Less-- current maturities............................................... 4,346 4,430
----------- -----------
Total long-term debt........................................... $ 28,873 $ 11,594
=========== ===========

In February 1997, the Company entered into an amended credit agreement
with a bank group. The amended agreement increased the revolving credit facility
limit from $7.5 million to $10.0 million and increased the acquisition credit
facility from $15.0 million to $20.0 million. The revolving credit facility is
payable on September 30, 2001. Quarterly principal installments of $625,000 on
the term loan facility are required with a maturity of September 30, 2000. The
acquisition credit facility requires payments of principal in equal installments
with a final maturity of September 30, 2003. The borrowings under the amended
credit agreement generally bear interest from LIBOR plus 0.75% up to a maximum
rate of LIBOR plus 1.50%, depending on satisfaction of certain financial
covenants.

Scott Pickford also has a 10 year term loan of $980,000. Interest is
calculated at 1.5% above the base rate, as defined in the loan agreement.
Principal is payable in monthly installments of $41,000 maturing February 2004.

The $1.3 million revolving credit facility and the $850,000 term loan
entered into by ProTechnics were paid in full on January 31, 1997 and canceled.

On May 12, 1997 the Company replaced the amended credit agreement with new
financing obtained in connection with the Saybolt acquisition.

CORE LABORATORIES N.V.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

The Company is one of the leading providers of petroleum reservoir
description and field management services. The Company's services include
reservoir rock and fluids laboratory analyses; field services to evaluate the
effectiveness of well completions, stimulations and enhanced oil recovery
projects; and geological and geophysical engineering. In addition, the Company
manufactures and sells petroleum reservoir rock and fluid analysis
instrumentation and other integrated systems. As of March 31, Core Laboratories
operated 61 facilities in 16 countries and had approximately 1,360 employees.

Certain matters discussed herein may contain forward-looking statements
that are subject to risks and uncertainties. Such risks and uncertainties
include, but are not limited to, the following: the continued expansion of
Technology Services is dependent upon the Company's ability to continue to
develop new and useful technology; the improvement of margins is subject to the
risk that anticipated synergies of existing and recently acquired businesses and
future acquisitions will not be realized; the Company's dependence on one
industry segment, oil and gas; the risks and uncertainties attendant to adverse
economic and financial market conditions, including stock prices, interest rates
and credit availability; and competition in the Company's markets. Should one or
more of these risks or uncertainties materialize and should any of the
underlying assumptions prove incorrect, actual results of current and future
operations may vary materially from those anticipated.

RECENT DEVELOPMENTS

SCOTT PICKFORD ACQUISITION

On March 1, 1997, the Company acquired the control of a majority of the
outstanding shares of Scott Pickford plc. The Company is in the process of
acquiring the remaining shares and expects that the total consideration paid for
Scott Pickford plc will total approximately $15,100,000. Scott Pickford plc and
its subsidiaries ("Scott Pickford") provide petroleum reservoir management,
geoscience services, and engineering products to its customers. Scott Pickford
reported revenues of $13,223,000, $13,319,000 and $7,545,000 for its fiscal
years ended March 31, 1996, 1995, and 1994, respectively. The acquisition was
financed through borrowings, accounted for using the purchase method of
accounting and resulted in approximately $11,000,000 of goodwill which is being
amortized over a forty year period. Scott Pickford's results of operations will
be included with those of the Company beginning March 1, 1997.

adjustments will be made to the purchase price allocation related to the Scott
Pickford acquisition included in the accompanying financial statements.

SAYBOLT INTERNATIONAL B.V. ACQUISITION

RESULTS OF OPERATIONS

The following table sets forth certain percentage relationships based on
the Company's income statements for the periods indicated:

THREE MONTHS ENDED
MARCH 31,
------------------------------------------
PERCENTAGE OF
TOTAL REVENUE
------------------------- % INCREASE
1997 1996 (DECREASE)
------- ------- ----------

Services ....................................................... 82.7 73.0 19.5
Sales ......................................................... 17.3 27.0 (32.6)
------ -------
100.0 100.0 5.4
Operating expenses:

Cost of services .......................................... 65.1 59.1 16.1
Cost of sales ............................................ 14.4 22.3 (31.8)
General and administrative expenses 3.8 3.7 10.1
Depreciation and amortization.............................. 5.4 4.5 28.6
Other income, net.......................................... .2 (.4) *
------ -------
88.9 89.2 5.1
Income before interest expense and income tax expense 11.1 10.8 8.2
Interest expense................................................ 1.1 1.6 29.1
------ -------
Income before income tax expense................................ 10.0 9.2 14.7
Income tax expense.............................................. 3.0 3.0 5.5
------ -------
Net income...................................................... 7.0 6.2 19.1
====== =======

* Percentage not meaningful.

Service revenue for three months ended March 31, 1997 increased 19.5% to
$22.2 million compared to the corresponding period of 1996. The increase in
service revenue primarily resulted from increased sales from ZeroWash(R)tracer
and SpectraScan(R)well completion technologies, in addition to the increase in
reservoir description and management services provided by Scott Pickford.

Sales revenue for the three month period ended March 31, 1997 decreased
32.6% or $2.2 million over the same period of the prior year. The decrease
reflected lower revenues from process analyzer systems recognized in the current
period.

Cost of services as a percentage of services revenue for the quarter ended
March 31, 1997 was 79% compared to 81% a year ago. The improvement was primarily
related to improved operating efficiencies.

Cost of sales as a percentage of sales revenue for three months ended March
31, 1997 was unchanged at 83% as compared to the corresponding period in 1996.

General and administrative expenses for the quarter ended March 31, 1997
increased $0.1 million as compared to the corresponding period in 1996. The
increase was primarily due to increased personnel costs due to the Company's
growth. The Company's ongoing program to maintain tight controls over expenses
has resulted in maintaining general and administrative expenses as a percentage
of sales under 4%.

Depreciation and amortization expense for the three month period ended
March 31, 1997 increased 28.6% as compared to a year ago, primarily due to
capital expenditures for new equipment and the acquisition of Scott Pickford.

Interest expense for the quarter ended March 31, 1997 decreased $0.1
million as compared to 1996. The decrease was primarily due to the principal
repayments of outstanding debt during the prior twelve months.

The Company's effective income tax rate was approximately 30.0% for the
three months ended March 31, 1997 as compared to 32.0% for three months ended
March 31, 1996.

LIQUIDITY AND CAPITAL RESOURCES

The Company's primary capital requirements are for working capital,
capital expenditures and acquisitions. For the three month period ended March
31, 1997 the Company had operating cash flow of $1.0 million as compared to $0.3
million for the corresponding period in 1996. Management believes the Company's
internal and external sources of cash will provide the necessary funds with
which to meet its expected obligations.

The $1.3 million revolving credit facility and the $850,000 term loan
entered into by ProTechnics were paid in full on January 31, 1997 and canceled.

On May 12, 1997 the Company replaced the amended credit agreement with new
financing obtained in connection with the Saybolt acquisition.

CORE LABORATORIES N.V.
PART II -- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Company may from time to time be subject to legal proceedings and
claims which arise in the ordinary course of its business. Management believes
that the outcome of these legal actions will not have a material adverse effect
upon the consolidated financial position or future results of operations of the
Company.

ITEM 2. CHANGES IN SECURITIES.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5. OTHER INFORMATION.

On May 12, 1997, the Company consummated the acquisition of Saybolt
International B.V. for $67 million in cash and the asumption of approximately $5
million of net debt. Saybolt International B.V., and its subsidiaries
("Saybolt") provide analytical and field services to characterize and test crude
oil and petroleum products to the oil industry. Saybolt operates in over 40
countries and has approximately 1,650 employees. Saybolt reported revenues of
$105,358,000, $97,803,000 and $90,258,000 in 1996, 1995 and 1994, respectively.
The transaction was accounted for under the purchase method and financed using
additional borrowings. Accordingly, due to the acquisition exceeding 20% of the
Company's assets at December 31, 1996, as required in Rule 3-05 of Regulation
S-X, the Company will file within 60 days certain required financial statements,
proforma information and exhibits.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits.

INCORPORATED BY
REFERENCE FROM THE
EXHIBIT NO. EXHIBIT TITLE FOLLOWING DOCUMENTS

10.1 Amended and Restated Credit Agreement among Core Filed Herewith
Laboratories, Inc. and NationsBank of Texas, N.A,
dated as of February 7, 1997

27.1 Financial Data Schedule Filed Herewith

(b) Reports on Form 8-K.
None

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant, Core Laboratories N.V., has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

CORE LABORATORIES N.V.
by: Core Laboratories International B.V.

Dated: May 15, 1997 By:/S/ RICHARD L. BERGMARK
Richard L. Bergmark
Chief Financial Officer and Treasurer
(Principal Financial Officer and
Chief Accounting Officer)