EXHIBIT 99.1


                          INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Stockholders
Marine Drilling Companies, Inc.:

We have audited the  consolidated statements of operations, stockholders'
equity and cash flows of Marine Drilling Companies, Inc. for the year ended
December 31, 2000 (not presented separately herein). These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards 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. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the results of operations and cash flows of
Marine Drilling Companies, Inc. for the year ended December 31, 2000, in
conformity with accounting principles generally accepted in the United States of
America.

/s/ KPMG LLP


January 23, 2001