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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report: JANUARY 29, 1997
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Date of earliest event reported: JANUARY 23, 1997
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DIAMOND OFFSHORE DRILLING, INC.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-13926 76-0321760
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
15415 KATY FREEWAY, HOUSTON, TEXAS 77094
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (281) 492-5300
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NOT APPLICABLE
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(Former name or former address, if changed since last report)
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS
On January 23, 1997, Diamond Offshore Drilling, Inc. ("Diamond
Offshore") issued a press release announcing Diamond Offshore's earnings
for its fiscal year and fiscal quarter ended December 31, 1996 and
Diamond Offshore's plans to offer $300 million of Convertible Subordinated
Notes Due 2007 (the "Notes") in a public offering to be underwritten by Credit
Suisse First Boston Corporation, Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Salomon Brothers Inc. (the "Underwriters"). Filed herewith
are (i) the form of Underwriting Agreement proposed to be entered into between
Diamond Offshore and Credit Suisse First Boston Corporation, individually and
as the Representative of the Underwriters, (ii) the form of Supplemental
Indenture proposed to be entered into between Diamond Offshore and The Chase
Manhattan Bank, as Trustee (the "Trustee"), relating to the Notes, (iii) such
press release and (iv) the Statement of Eligibility of the Trustee on Form T-1.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit number Description
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1.1 Form of Underwriting Agreement between Diamond
Offshore Drilling, Inc. and Credit Suisse First Boston
Corporation, individually and as the Representative of
the Underwriters named therein (filed herewith).
4.1 Form of Supplemental Indenture between Diamond
Offshore Drilling, Inc. and The Chase Manhattan Bank,
as Trustee (filed herewith).
20.1 Press Release of Diamond Offshore Drilling, Inc. dated
January 23, 1997 (filed herewith).
25.1 Statement of Eligibility of Trustee on Form T-1 (filed
herewith).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
DIAMOND OFFSHORE DRILLING, INC.
By: /s/ RICHARD L. LIONBERGER
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Richard L. Lionberger
Vice President, General Counsel
and Secretary
Dated: January 29, 1997
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EXHIBIT INDEX
Exhibit number Description
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1.1 Form of Underwriting Agreement between Diamond
Offshore Drilling, Inc. and Credit Suisse First Boston
Corporation, individually and as the Representative of
the Underwriters named therein (filed herewith).
4.1 Form of Supplemental Indenture between Diamond
Offshore Drilling, Inc. and The Chase Manhattan Bank,
as Trustee (filed herewith).
20.1 Press Release of Diamond Offshore Drilling, Inc. of
January 23, 1997 (filed herewith).
25.1 Statement of Eligibility of Trustee on Form T-1 (filed
herewith).
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