SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. 2
Name of
Issuer: SONAT OFFSHORE DRILLING INC
____________________________________________________________________
Title of Class
of Securities: Common Stock
CUSIP Number: 835420100
1) NAME OF I.R.S. IDENTIFICATION NO. OF REPORTING PERSON
The Prudential Insurance Company of America 22-1211670
2) MEMBER OF A GROUP: (a) N/A
(b) N/A
3) SEC USE ONLY:
4) PLACE OF ORGANIZATION: A mutual insurance company organized
under the laws of the State of New Jersey
NUMBERS OF SHARES BENEFICIALLY OWNED BY REPORTING PERSON WITH:
5) Sole Voting Power: 4,700 See Exhibit A
6) Shared Voting Power: 404,645 See Exhibit A
7) Sole Dispositive Power: 4,700 See Exhibit A
8) Shared Dispositive Power: 404,645 See Exhibit A
9) AGGREGATE AMOUNT BENEFICIALLY OWNED: 409,345 See Exhibit A
10) AGGREGATE AMOUNT IN ROW (9) EXCLUDES SHARES: N/A
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 1.4See Exhibit A
12) TYPE OF REPORTING PERSON: BD, IC, IA
ITEM 1(a). NAME OF ISSUER:
SONAT OFFSHORE DRILLING INC
ITEM 1(b). ADDRESS OF ISSUER'S EXECUTIVE OFFICES:
4 Greenway Plaza
Houston TX 77046
ITEM 2(a). NAME OF PERSON FILING:
The Prudential Insurance Company of America
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE:
Prudential Plaza
Newark, New Jersey 07102-3777
ITEM 2(c). CITIZENSHIP:
A mutual insurance company organized under the laws
of the State of New Jersey
ITEM 2(d). TITLE OF CLASS SECURITIES:
Common Stock
ITEM 2(e). CUSIP NUMBER:
835420100
ITEM 3. The Person filing this statement is an Insurance Company
as defined in Section 3(a)(19) of the Securities Exchange
Act of 1934, a Broker-Dealer registered under Section 15
of that Act and an Investment Adviser registered under
Section 203 of the Investment Advisers Act of 1940.
ITEM 4. OWNERSHIP:
(a) Number of Shares
Benefically Owned: 409,345 See Exhibit A
(b) Percent of Class: 1.4 See Exhibit A
Number
(c) Powers Of Shares
--------------------- ---------
Sole power to vote or 4,700 See Exhibit A
to direct the vote
Shared power to vote or 404,645 See Exhibit A
to direct the vote
Sole power to dispose or 4,700 See Exhibit A
to direct disposition
Shared power to dispose 404,645 See Exhibit A
or to direct disposition
ITEM 5. OWNERSHIP OF 5% OR LESS OF A CLASS:
Prudential has ceased to be the owner of more than 5% of the
outstanding Common Stock of this issuer.
ITEM 6. OWNERSHIP OF MORE THAN 5% ON BEHALF OF ANOTHER PERSON:
Not Applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
ULTIMATE PARENT COMPANY:
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable
ITEM 9. NOTICE OF DISSOLUTION OF GROUP:
Not Applicable
ITEM 10. CERTIFICATION: Not Applicable
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, The Prudential Insurance Company of America certifies that
the information set forth in this statement is true, complete and
correct.
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By: Derek D. Burke
Director, Securities Law Compliance
Date: February 14, 1996
As of: December 31, 1995
