ENERGY SERVICE COMPANY INC
10-QT, 1994-11-10
DRILLING OIL & GAS WELLS
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<PAGE>




                                                                           
                     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 September 30, 1994


                                     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

                        ENERGY SERVICE COMPANY, INC.
           (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)          (Zip Code)

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

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 twelve 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 ___

There  were 61,192,265  shares  of Common  Stock, $.10  par  value, of  the
registrant outstanding as of November 9, 1994.



                 Page 1 of 25 sequentially numbered pages.

                         Exhibit index on page 24.
<PAGE>




                        ENERGY SERVICE COMPANY, INC.

                             INDEX TO FORM 10-Q

                  FOR THE QUARTER ENDED SEPTEMBER 30, 1994



                                                                   PAGE  
PART I - FINANCIAL INFORMATION


      ITEM 1.  FINANCIAL STATEMENTS

            Consolidated Balance Sheet
                September 30, 1994 and December 31, 1993             3

            Consolidated Statement of Operations
                Three Months Ended September 30, 1994 and 1993       4

            Consolidated Statement of Operations
                Nine Months Ended September 30, 1994 and 1993        5

            Consolidated Statement of Cash Flows
                Nine Months Ended September 30, 1994 and 1993        6

            Notes to Consolidated Financial Statements             7 - 9 

               
      ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS     10 - 21


PART II - OTHER INFORMATION

       ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                     22


SIGNATURE                                                            23
<PAGE>




                       PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

<TABLE>
               ENERGY SERVICE COMPANY, INC. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEET
<CAPTION>
                                                SEPTEMBER 30,  DECEMBER 31,
                                                    1994          1993    
                                                 (Unaudited) 
<S>                                                <C>           <C>
ASSETS                                                (in Thousands)
CURRENT ASSETS
  Cash and Cash Equivalents.....................   $128,927      $128,060
  Short-Term Investments........................      5,869             -
  Accounts Receivable, net......................     51,731        51,232
  Inventory.....................................      3,879         3,350
  Net Assets of Discontinued Operations.........          -           399
  Prepaid Expenses and Other....................     12,820         9,950
        Total Current Assets....................    203,226       192,991

INVESTMENTS.....................................      6,784         8,276

PROPERTY AND EQUIPMENT, AT COST.................    679,624       580,730
  Less Accumulated Depreciation.................    142,989       124,713 
        Property and Equipment, net.............    536,635       456,017

OTHER ASSETS
  Goodwill......................................     26,656        28,636
  Other.........................................      5,868         5,492
        Total Other Assets......................     32,524        34,128
                                                   $779,169      $691,412

LIABILITIES AND STOCKHOLDERS' EQUITY                                       
CURRENT LIABILITIES                                 
  Accounts Payable..............................   $ 11,010      $  3,448
  Accrued Liabilities...........................     33,155        35,240
  Current Maturities of Long-Term Debt..........     38,646        27,198
        Total Current Liabilities...............     82,811        65,886

LONG-TERM DEBT..................................    169,528       125,983

DEFERRED INCOME TAXES...........................     28,428        26,856

OTHER LIABILITIES...............................     16,395        17,785

PREFERRED STOCK
  $1.50 Cumulative Convertible Exchangeable 
    Preferred Stock, $25.00 stated, liquidation 
    and redemption value .......................          -        70,977 

STOCKHOLDERS' EQUITY
  Common Stock, $.10 par value, 125.0 million 
    and 500.0 million shares authorized, 66.5  
    million and 245.0 million shares issued.....      6,655        24,500
  Additional Paid-in Capital....................    612,127       520,775
<PAGE>




  Accumulated Deficit, since January 1, 1984....    (80,123)     (106,693)
  Restricted Stock (Unearned Compensation)......     (5,773)       (5,614)
  Cumulative Translation Adjustment.............     (1,090)       (1,230)
  Treasury Stock at Cost, 5.4 million and 
    21.0 million shares.........................    (49,789)      (47,813)
        Total Stockholders' Equity .............    482,007       383,925
                                                   $779,169      $691,412
</TABLE>

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




<TABLE>
               ENERGY SERVICE COMPANY, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENT OF OPERATIONS
                                (Unaudited)
<CAPTION>                                                    
                                                 THREE MONTHS ENDED
                                                    SEPTEMBER 30,    
                                                 1994          1993  

                                               (in Thousands, Except
                                                   Per Share Data)
<S>                                            <C>           <C>
OPERATING REVENUES...........................  $ 63,167      $ 65,675 

OPERATING EXPENSES
  Operating Costs............................    37,263        39,110
  Depreciation and Amortization..............    13,786        11,569
  General and Administrative.................     2,160         2,925
                                                 53,209        53,604

OPERATING INCOME.............................     9,958        12,071 

OTHER INCOME (EXPENSE)
  Interest Income............................     1,271           825
  Interest Expense...........................    (3,533)       (2,601)
  Income from Equity Affiliates, net.........       285           415
  Other, net.................................        60           673 
                                                 (1,917)         (688)

INCOME FROM CONTINUING OPERATIONS BEFORE
  INCOME TAXES AND MINORITY INTEREST.........     8,041        11,383 
PROVISION FOR INCOME TAXES...................       685         2,139 

INCOME BEFORE MINORITY INTEREST..............     7,356         9,244
MINORITY INTEREST............................       583         2,008
INCOME FROM CONTINUING OPERATIONS............     6,773         7,236
LOSS FROM DISCONTINUED OPERATIONS............         -          (379)

NET INCOME ..................................     6,773         6,857 

PREFERRED STOCK DIVIDEND REQUIREMENT.........         5         1,065 

INCOME APPLICABLE TO COMMON STOCK............  $  6,768      $  5,792      
                                          
INCOME (LOSS) PER COMMON SHARE
  Continuing Operations......................  $   0.12      $   0.14
  Discontinued Operations....................         -         (0.01)
  Income Per Common Share....................  $   0.12      $   0.13

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING...    58,109        44,373 

</TABLE>

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




<TABLE>
               ENERGY SERVICE COMPANY, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENT OF OPERATIONS
                                (Unaudited)
<CAPTION>                                                    
                                                 NINE MONTHS ENDED
                                                    SEPTEMBER 30,    
                                                 1994          1993  

                                               (in Thousands, Except
                                                   Per Share Data)
<S>                                            <C>           <C>
OPERATING REVENUES...........................  $195,607      $175,778 

OPERATING EXPENSES
  Operating Costs............................   109,950       113,968
  Depreciation and Amortization..............    39,983        31,551
  General and Administrative.................     6,653         9,408
                                                156,586       154,927

OPERATING INCOME.............................    39,021        20,851 

OTHER INCOME (EXPENSE)
  Interest Income............................     3,267         2,031
  Interest Expense...........................    (8,848)       (6,971)
  Income from Equity Affiliates, net.........       557           543
  Other, net.................................      (319)          952 
                                                 (5,343)       (3,445)

INCOME FROM CONTINUING OPERATIONS BEFORE
  INCOME TAXES, MINORITY INTEREST AND
  CUMULATIVE EFFECT OF ACCOUNTING CHANGE.....    33,678        17,406 
PROVISION FOR INCOME TAXES...................     2,907         5,763 

INCOME BEFORE MINORITY INTEREST..............    30,771        11,643
MINORITY INTEREST............................     2,066         5,321
INCOME FROM CONTINUING OPERATIONS............    28,705         6,322 
INCOME FROM DISCONTINUED OPERATIONS..........         -         2,774

INCOME BEFORE CUMULATIVE EFFECT OF
  ACCOUNTING CHANGE..........................    28,705         9,096
CUMULATIVE EFFECT OF ACCOUNTING CHANGE, NET
  OF MINORITY INTEREST.......................         -        (2,542)

NET INCOME...................................    28,705         6,554 

PREFERRED STOCK DIVIDEND REQUIREMENT.........     2,135         3,195 

INCOME APPLICABLE TO COMMON STOCK............  $ 26,570      $  3,359      
                                          
INCOME (LOSS) PER COMMON SHARE
  Continuing Operations......................  $   0.47      $   0.09 
  Discontinued Operations....................         -          0.08
  Cumulative Effect..........................         -         (0.07)
  Income Per Common Share....................  $   0.47      $   0.10 

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING...    56,726        35,081 
<PAGE>




</TABLE>

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




<TABLE>
               ENERGY SERVICE COMPANY, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENT OF CASH FLOWS
                                (Unaudited)
<CAPTION> 
                                                       NINE MONTHS ENDED
                                                          SEPTEMBER 30,   
                                                        1994        1993  

                                                         (in Thousands)
<S>                                                   <C>        <C>
OPERATING ACTIVITIES
  Net Income........................................  $ 28,705   $  6,554 
  Adjustments to Reconcile Net Income to Net Cash
    Provided by Operating Activities:
       Net Cash Provided by Discontinued Operations.         -      6,660 
       Depreciation and Amortization................    39,983     18,562 
       Provision for Deferred Income Taxes..........     1,572      2,330  
       Amortization of Debt Discount and
         Other Assets...............................     2,106      1,673 
       Provision for Compensatory Stock Grants......       782        737  
       Distributed Income (Undistributed Income) 
         from Equity Affiliates, net................       534     (1,655)
       Other Adjustments............................       719      2,676 
       Changes in Operating Assets and Liabilities:
         Decrease in Accounts Receivable............     2,966     14,751
         Increase in Inventory......................      (529)      (199)
         Increase in Prepaid Expenses and Other.....    (1,026)    (2,871)
         Increase (Decrease) in Accounts Payable and
           Accrued Liabilities......................     3,131    (12,641) 
             Net Cash Provided By                  
               Operating Activities.................    78,943     36,577

INVESTING ACTIVITIES
  Additions to Property and Equipment...............  (137,596)   (69,405)
  Net Proceeds from Sales of Discontinued
    Operations......................................       399          -
  Proceeds from Disposition of Assets...............    12,594      1,076 
  Purchase of Short-Term Investments................    (5,869)         -
  Acquisitions, Net of Cash Disbursed...............         -     36,861
  Other.............................................      (172)      (837)
      Net Cash Used by Investing Activities.........  (130,644)   (32,305) 

FINANCING ACTIVITIES
  Long-Term Borrowings..............................   115,471     70,749
  Reduction of Long-Term Borrowings.................   (60,475)   (12,620)
  Exercise of Stock Options.........................       506        726 
  Preferred Stock Dividends.........................    (2,135)    (3,195) 
  Redemption of Preferred Stock.....................      (799)         -
    Net Cash Provided By Financing Activities.......    52,568     55,660 

INCREASE IN CASH AND CASH EQUIVALENTS...............       867     59,932  

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD......   128,060     25,503 
       
CASH AND CASH EQUIVALENTS, END OF PERIOD............  $128,927   $ 85,435
</TABLE>
<PAGE>




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




               ENERGY SERVICE COMPANY, INC. AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                (Unaudited)


NOTE 1 - UNAUDITED FINANCIAL STATEMENTS

The  interim consolidated  financial statements  included herein  have been
prepared by  Energy Service Company,  Inc. (the "Company"),  without audit,
pursuant  to the  rules  and regulations  of  the Securities  and  Exchange
Commission and in accordance with generally accepted accounting  principles
and, in the opinion  of management, reflect all adjustments  (which consist
of  normal  recurring   adjustments)  which  are   necessary  for  a   fair
presentation  of  the  results  of   operations  for  the  interim  periods
presented.

In  August  1993,  the Company  completed  the    acquisition (the  "Penrod
Acquisition") of the  remaining 63.7%  of the outstanding  common stock  of
Penrod Holding Corporation ("Penrod") that was  not then beneficially owned
by the  Company.   The  Company has  included  the income  from  continuing
operations  of Penrod in  its consolidated results  of operations beginning
January 1, 1993  and has presented the preacquisition earnings attributable
to the 63.7%  of Penrod that  the Company did not  own prior to  the Penrod
Acquisition as "Minority Interest" in calculating the  Company's net income
for the three and nine months ended September 30, 1993.

The  Company's consolidated  statement of  cash flows  for the  nine months
ended September 30,  1993 does not include  the cash provided by  operating
activities  of  Penrod  or the  cash  flows  from  investing and  financing
activities of Penrod prior to the Penrod Acquisition. 

Certain previously  reported amounts have  been reclassified to  conform to
the 1994 presentation.

It is recommended  that these statements  be read in  conjunction with  the
Company's consolidated financial statements and  notes thereto for the year
ended  December 31,  1993 included  in the  Company's Annual Report  to the
Securities and Exchange Commission on Form 10-K.


NOTE 2 - 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  instruments to maturity.  The  aggregate fair value of short-term
investments at September 30, 1994 approximates cost.


NOTE 3 - ACQUISITION

On February 14, 1994, the Company purchased two jackup rigs  located in the
North Sea  and simultaneously entered into bareboat charter agreements with
the seller for an initial twelve month period.   The purchase price for the
two rigs consisted of $50.0 million paid at closing and  an additional $6.0
million to be  credited against  the bareboat charter  payments during  the
last four months of the initial twelve month bareboat charter agreements.
<PAGE>




NOTE 4 - DISPOSITION

On June 30, 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,  to an unrelated  third party.   The
total  purchase price was approximately $15.5 million consisting of cash, a
promissory note and receivables.   Included under the caption  "Other, net"
in  the  consolidated statement  of operations  for  the nine  months ended
September 30, 1994  is a loss  on the sale of  $201,000.  Revenues  for the
United  States land rig operations for the  nine months ended September 30,
1994 were  $9.5 million and for  the three and nine  months ended September
30, 1993 were $5.4 million and $14.2 million, respectively.


NOTE 5 - DEBT

In December 1993,  a subsidiary  of the  Company entered  into a  financing
arrangement  with a subsidiary of a Japanese corporation in connection with
the construction of four barge drilling rigs, which were completed in  July
through September  of 1994.  Upon  completion of construction  of the barge
drilling rigs, the interim construction loans were repaid from the proceeds
of four secured  term loans, totalling $78.8 million, made  by the Japanese
corporation to a subsidiary of  ENSCO Drilling (Caribbean), Inc.  The  five
year  term loans bear  interest at fixed  rates ranging from  9.1% to 9.8%,
repayable  in 60 equal monthly installments of principal and interest.  The
term loans  are each secured by  a specific barge drilling  rig, which rigs
together had  a combined net book  value of approximately $75.0  million at
September 30, 1994, and the charter contract on each rig.  The secured term
loans are without recourse to the Company.  

In March 1994, the Company redeemed its convertible subordinated debentures
consisting  of  $5.1   million  principal  amount   of  8.25%   convertible
subordinated debentures which were originally due July 1, 1995.


NOTE 6 - PREFERRED STOCK

In July  1994, the  Company announced  that it  would redeem  the 2,839,110
outstanding   shares  of   the  Company's   $1.50   Cumulative  Convertible
Exchangeable   Preferred Stock  ("$1.50 Preferred  Stock") in August  1994.
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, based  on the  $25.00 liquidation preference  and the  $14.00
conversion price per  share of the $1.50 Preferred 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 for cash.


NOTE 7 - STOCKHOLDERS' EQUITY

At  the Company's Annual Meeting of Stockholders  held on May 24, 1994, the
stockholders  approved  a one  share for  four  shares reverse  stock split
("reverse  stock split") of the Company's common  stock.  The reverse stock
split was effective June 1, 1994.   Accordingly, all weighted average share
and per share amounts have  been restated for both 1993 and 1994 to reflect
the reverse stock split.   In connection with the reverse stock  split, the
<PAGE>




aggregate par value of the common stock was  reduced and additional paid-in
capital was  increased to reflect the decreased  aggregate par value of the
common stock outstanding subsequent to the reverse stock split.


NOTE 8 - PROVISION FOR INCOME TAXES

The income tax provisions for the three and nine months ended September 30,
1994  include provisions for U.S. alternative minimum taxes and for current
and  deferred  foreign taxes,  primarily for  operations  in Venezuela.   A
charge against earnings  of $1.0 million was recorded during  the three and
nine months ended  September 30,  1994 to increase  the Company's  deferred
income tax liability due to the increase in the Venezuela tax rate from 30%
to 34%, effective January 1, 1995.   The income tax provision was decreased
by $1.0 million during the  three and nine months ended September  30, 1994
due  to a  reduction  in  the deferred  tax  asset  valuation allowance  as
management considers it more  likely than not that certain  additional U.S.
net  operating losses  will  be utilized  prior  to their  expiration.   No
provision for regular  U.S. federal income taxes has  been recorded for the
three and  nine months ended September  30, 1994 due to  the utilization of
net operating loss carryforwards to offset taxes currently payable.  

At September 30, 1994, the Company had regular  and alternative minimum tax
net   operating  losses   and  investment   tax  credit   carryforwards  of
approximately   $328.9   million,   $193.9  million,   and   $3.6  million,
respectively.  


NOTE 9 - SUBSEQUENT EVENTS

In  October 1994, a wholly owned subsidiary  of the Company entered into an
agreement with Lateral Vector Resources,  Inc. ("LVR"), a Canadian company,
under which LVR purchased a 30% interest in a subsidiary of the Company for
$1.2  million.  LVR has the option,  through November 15, 1994, to purchase
an additional 10% interest in the  subsidiary under the same terms at which
the  30% interest was  purchased.  The  purpose of the sale  was to combine
forces with  LVR to  conduct  horizontal/directional drilling  services  in
Canada and certain  areas of the U.S.   The subsidiary will  continue to be
included in the  Company's consolidated financial statements.   The Company
will  record  a gain  on  the sale  of  the 30%  interest  of approximately
$600,000 in October 1994.

In November 1994, a wholly owned subsidiary of the Company  entered into an
agreement  to sell  two land  rigs and  related equipment,  located in  the
Middle East, to an unrelated  third party.  No significant gain or  loss is
expected upon disposition.
  
<PAGE>




ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS

BUSINESS ENVIRONMENT

The Company  conducts  its business  in  three primary  operating  segments
serving the oil and gas industry: contract drilling, marine transportation,
and technical services.   The demand for  services provided by the  Company
and,  thus, the operating results of the Company are significantly affected
by worldwide expenditures of  the energy industry for oil and gas drilling,
particularly  in  the  Gulf  of  Mexico  where  the  Company  has  a  large
concentration of  its  rigs and  vessels.   Expenditures  for oil  and  gas
drilling activities have  been generally depressed  since the early  1980's
when  a  sharp  decline in  oil  and  natural  gas  prices led  to  reduced
exploration and development activities.  

A  general increase in U.S.  natural gas prices in  the second half of 1992
resulted in increased exploration and development activity, particularly in
the  Gulf of  Mexico,  which continued  throughout  1993.   This  increased
activity  resulted in higher average  day rates and  utilization levels for
offshore  rigs in  the Gulf  of Mexico  throughout 1993,  which  caused the
Company's  revenues  and  operating  margins  to  improve.    However,  the
Company's  day rates have declined  throughout the first  three quarters of
1994  as a number of  competitor's rigs have been mobilized  to the Gulf of
Mexico.   Management anticipates, based on current  market conditions, that
average day rates should be little changed in the fourth quarter of 1994 as
compared to the third quarter of 1994.

Offshore  rig and oilfield supply vessel industry utilization for the three
and nine months ended September 30, 1994 and 1993 is summarized below:

<TABLE>
<CAPTION>
                                            INDUSTRY WIDE AVERAGES <F1>    

                                      THREE MONTHS ENDED  NINE MONTHS ENDED
                                         SEPTEMBER 30,      SEPTEMBER 30,  
                                        1994     1993       1994     1993 
<S>                                    <C>      <C>        <C>      <C> 
Offshore Rigs
   Gulf of Mexico:
       All Rigs:
           Rigs Under Contract          135       121        130      112 
           Total Rigs Available         178       154        173      148 
           % Utilization               75.8%     78.6%      75.1%    75.7%

       Jackup Rigs:
           Rigs Under Contract          111        97        106       90 
           Total Rigs Available         139       119        134      113 
           % Utilization               79.9%     81.5%      79.1%    79.6%

   Worldwide:
       All Rigs:
           Rigs Under Contract          532       547        533      542
           Total Rigs Available         663       664        660      667  
           % Utilization               80.2%     82.4%      80.8%    81.3%
<PAGE>




       Jackup Rigs:
           Rigs Under Contract          319       332        322      330 
           Total Rigs Available         392       394        391      395 
           % Utilization               81.4%     84.3%      82.4%    83.5%

   Oilfield Supply Vessels:<F2> 
       Gulf of Mexico:
           Vessels Under Contract       245       218        226      213
           Total Vessels Available      272       247        259      246
           % Utilization               90.1%     88.3%      87.3%    86.6%

<FN>
     <F1>   Industry  utilization  based on  data  published by
            OFFSHORE DATA SERVICES, INC.

     <F2>   Excludes utility vessels

</TABLE>

Worldwide  utilization  for   oilfield  supply  vessels   is  not   readily
obtainable.   The demand for oilfield supply  vessels is closely related to
the level of drilling activity, particularly in the Gulf of Mexico.

RESULTS OF OPERATIONS

In  August  1993,  the  Company  completed  the  acquisition  (the  "Penrod
Acquisition") of the  remaining 63.7%  of the outstanding  common stock  of
Penrod Holding Corporation ("Penrod") that was  not then beneficially owned
by the Company.   The Company has included the  operating results of Penrod
in its consolidated  results of operations beginning January  1, 1993.  The
preacquisition earnings  attributable  to  the 63.7%  of  Penrod  that  the
Company did not own prior  to the Penrod Acquisition has been deducted   as
"Minority Interest" in calculating  the Company's net income for  the three
and nine months ended September 30, 1993.

The following analysis  highlights the Company's operating  results for the
three and nine months ended September 30, 1994 and 1993 (in thousands):
<TABLE>
<CAPTION>
                               THREE MONTHS ENDED    NINE MONTHS ENDED
                                  SEPTEMBER 30,         SEPTEMBER 30,  
                                1994       1993       1994       1993  
<S>                           <C>        <C>        <C>       <C>
OPERATING RESULTS
  Operating Revenues          $ 63,167   $ 65,675   $195,607  $175,778
  Operating Margin              25,904     26,565     85,657    61,810
  Operating Income               9,958     12,071     39,021    20,851
  Other Expense, Net            (1,917)      (688)    (5,343)   (3,445)
  Provision for Income Tax        (685)    (2,139)    (2,907)   (5,763)
  Minority Interest               (583)    (2,008)    (2,066)   (5,321)
  Income from Continuing
    Operations                   6,773      7,236     28,705     6,322
  Income (Loss) from
    Discontinued Operations          -       (379)         -     2,774
  Cumulative Effect of 
    Accounting Change, 
    Net of Minority Interest         -          -          -    (2,542)
<PAGE>




  Net Income                     6,773      6,857     28,705     6,554
  Preferred Stock Dividend
    Requirements                     5      1,065      2,135     3,195
  Income Applicable to 
    Common Stock                 6,768      5,792     26,570     3,359

OPERATING REVENUES
  Contract Drilling           $ 48,964   $ 51,479   $155,027  $135,508
  Marine Transportation         10,128      8,729     27,781    25,707
  Technical Services             4,075      5,467     12,799    14,563
     Total                    $ 63,167   $ 65,675   $195,607  $175,778

OPERATING MARGIN
  Contract Drilling           $ 22,358   $ 22,432   $ 72,518  $ 52,589
  Marine Transportation          2,687      3,196      9,204     6,807
  Technical Services               859        937      3,935     2,414
     Total                    $ 25,904   $ 26,565   $ 85,657  $ 61,810
</TABLE>

The Company's  consolidated  revenues  and  operating  margin  (defined  as
operating revenues  less operating expenses, exclusive  of depreciation and
general  and administrative expenses) for  the three months ended September
30,  1994  decreased 3.8%  and 2.5%,  respectively,  in comparison  to 1993
levels.   The decreases for the  three months ended September  30, 1994 are
primarily attributable to lower day rates for the Company's domestic jackup
rigs  in comparison  to 1993  levels, offset  in part  by the  revenues and
operating  margins associated with six additional drilling rigs in 1994, of
which two were acquired and four were constructed and placed into service.

The Company's  consolidated  revenues and  operating  margin for  the  nine
months ended September 30, 1994 increased 11.3% and 38.6%, respectively, in
comparison  to  1993  levels.   The  increases  for the  nine  months ended
September  30, 1994 are primarily attributable to higher domestic day rates
for the  Company's contract drilling and marine  transportation segments in
comparison to 1993 levels,  revenues and operating margins associated  with
the six  drilling  rigs that  were added  in 1994  and a  full nine  months
contribution  from four  rigs constructed  and placed  into service  in the
first half of 1993. 

The Company  reported a decrease  in operating income for  the three months
ended September 30, 1994 in comparison to the 1993 period, due primarily to
the reasons  stated above  with respect  to the decreases  in revenues  and
operating   margin  from  the  prior  year  period  and  due  to  increased
depreciation and amortization.  Operating income was positively impacted by
reduced  general  and  administrative  costs for  the  three  months  ended
September 30, 1994, as compared to the same period in 1993.  

The Company reported  a significant  increase in operating  income for  the
nine months  ended September 30, 1994  in comparison to the  same period in
1993  due  primarily  to the  reasons  stated  above  with  respect to  the
increases  in revenues and operating margin  from the prior year period and
due  to reduced  general and  administrative costs.   Operating  income was
negatively impacted by additional depreciation and amortization expense for
the nine months ended September 30, 1994, as compared to the same period in
1993.
<PAGE>




CONTRACT DRILLING OPERATIONS

Certain  financial  information regarding  the Company's  contract drilling
operations for the three and nine months ended September 30,  1994 and 1993
is summarized below (in thousands, except utilization rates and average day
rates):
<TABLE>
<CAPTION>
                               THREE MONTHS ENDED    NINE MONTHS ENDED
                                 SEPTEMBER 30,         SEPTEMBER 30,   
                                1994       1993       1994       1993  
<S>                           <C>        <C>        <C>       <C>
REVENUES
   Jackup Rigs:
      United States           $ 26,096   $ 23,696   $ 80,232  $ 62,247
      International              9,441     10,222     31,256    34,952
                                35,537     33,918    111,488    97,199
   Barge Drilling Rigs
     - Venezuela                12,419     10,194     30,691    18,538
   Total Offshore Rigs          47,956     44,112    142,179   115,737

   Land Rigs <F2>                1,008      7,367     12,848    19,771

   Total                      $ 48,964   $ 51,479   $155,027  $135,508

OPERATING MARGIN
   Jackup Rigs:
      United States           $ 10,462   $ 11,824   $ 37,018  $ 27,306
      International              3,596      3,222     14,285    11,088
                                14,058     15,046     51,303    38,394
   Barge Drilling Rigs 
      - Venezuela                8,220      6,635     20,273    11,968
   Total Offshore Rigs          22,278     21,681     71,576    50,362

   Land Rigs <F2>                   80        751        942     2,227

   Total                      $ 22,358   $ 22,432   $ 72,518  $ 52,589

UTILIZATION RATES
   Jackup Rigs:
      United States              91.4%      95.5%      88.9%     98.1%
      International              58.4%      57.3%      67.1%     58.9%
                                 80.9%      81.5%      82.2%     82.2%
   Barge Drilling Rigs 
     - Venezuela                100.0%     100.0%     100.0%    100.0%
   Total Offshore Rigs           86.0%      85.7%      86.4%     85.1%

   Land Rigs <F1> <F2>           17.4%      75.3%      54.2%     74.4%

   Total                         78.0%      82.1%      77.6%     81.2%

AVERAGE DAY RATES
   Jackup Rigs:
      United States           $ 20,694   $ 21,286   $ 22,030  $ 18,998
      International             26,926     25,796     25,620    25,822
                              $ 22,125   $ 22,450   $ 22,930  $ 20,984
   Barge Drilling Rigs
<PAGE>




      - Venezuela             $ 15,934   $ 16,274   $ 15,690  $ 14,395

   Land Rigs <F1> <F2>        $ 15,780   $  6,652   $  7,325  $  6,503

<FN>

  <F1>   Excludes land rigs that are not being marketed.
  <F2>   U.S. and International land rigs combined.

</TABLE>

The Company's U.S.  jackup rig  revenues increased by  10.1% and  operating
margin decreased by  11.5% for the  three months ended  September 30,  1994
compared to  the same period  in 1993.   The revenue increase  is primarily
attributable to three rigs that were mobilized from the North Sea and began
operating in the  Gulf of Mexico in the third and  fourth quarters of 1993.
These rigs were  included in  the international  jackup rig  results for  a
portion or  all of the  three months  ended September 30,  1993.  The  1994
revenue increase was partially offset by, and the operating margin decrease
was  primarily  attributable  to,  decreases  in  average  day   rates  and
utilization from the same period in 1993.  

Revenues and operating margins  for the Company's jackup rigs  operating in
the  U.S. increased substantially for  the nine months  ended September 30,
1994 compared  to the  same  period in  the prior  year,  primarily due  to
improved market conditions  in the Gulf of Mexico and  to the relocation of
three additional  rigs to the Gulf  of Mexico which began  operating in the
third and fourth quarters of 1993.  For the nine months ended September 30,
1994,  average day  rates for  the  Company's rigs  in the  Gulf of  Mexico
increased by 16.0% compared to the same period in 1993, with results offset
partially  by  decreased  utilization from  the  prior  year  period.   The
decreased utilization  in 1994 was  due, in part,  to two of  the Company's
Gulf of Mexico jackup rigs being upgraded in the first three months of 1994
and not available for work.

For the  three and nine months  ended September 30, 1994,  revenues for the
Company's  international  jackup   rigs  decreased  by   7.6%  and   10.6%,
respectively,  and  operating   margin  increased  by   11.6%  and   28.8%,
respectively, as compared to the prior year periods.  The revenue decreases
are primarily attributable  to the  mobilization in the  second, third  and
fourth quarters of 1993 of three of the Company's rigs located in the North
Sea to the  Gulf of Mexico.  These rigs were  included in the international
jackup rig results for a portion or  all of the three and nine months ended
September 30,  1993.  The revenue  decreases were partially offset  by, and
the operating  margin increases were  primarily attributable to,  two North
Sea  jackup rigs acquired in mid-February 1994 which operate under bareboat
charter  agreements.   The  Company anticipates  that the  bareboat charter
agreements on the two North Sea  jackup rigs acquired in mid-February  1994
will not  be extended beyond the  initial twelve month period  and that the
Company will contract the two rigs directly with the joint venture of major
oil  and gas  exploration  companies  for  which  the  rigs  are  currently
operating.   

The  Company's jackup rig offshore Brazil completed its contract during the
second quarter of  1994 and was mobilized to the Gulf  of Mexico during the
third  quarter of  1994.   The $1.5  million cost  of the  mobilization was
recorded as a charge against earnings in  the third quarter of 1994.   Upon
<PAGE>




arrival  in the U.S., the rig was  placed in the shipyard for enhancements,
including extending  the rig's water depth capability  from 300 feet to 350
feet.   Due to  the mobilization  and  shipyard enhancements,  the rig  was
unavailable for work  in the third quarter  of 1994.   However, the rig  is
currently under contract.

The Company's jackup rig in the Middle East is currently being mobilized to
the  Gulf of Mexico.   The cost  of the mobilization,  estimated to be $2.0
million, will  be charged against earnings  in the fourth  quarter of 1994.
Upon   arrival  in  the  U.S.,  the  rig  will  undergo  modifications  and
enhancements,  including  extending the  rig's  water  depth capability  to
approximately 400 feet.  Due to the mobilization and shipyard enhancements,
the rig will be unavailable for work until approximately March 1, 1995. 

The  Company's barge  drilling  rigs are  all  located on  Lake  Maracaibo,
Venezuela.    Revenues and operating margins from the  Company's barge rigs
in Venezuela improved  substantially for  the three and  nine months  ended
September 30, 1994 compared to  the same periods in 1993, primarily  due to
the addition  of four barge drilling rigs in March through June of 1993 and
four additional barge drilling rigs in July through September of 1994.  All
eight  of  the new  barge drilling  rigs  operate under  separate five-year
contracts with Lagoven,  S.A. ("Lagoven"), a  subsidiary of the  Venezuelan
national oil company.  The  Venezuelan currency has experienced significant
devaluation in 1994 and the Venezuelan government  has established policies
to  control the exchange rate  of the Venezuelan  currency and regulate the
level  of currency exchanged.  To date, the Company's Venezuelan subsidiary
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 unlikely due to the
volume of  U.S. dollars paid to  the parent company of Lagoven  for its oil
exports  and   the  contractual  protection  available   to  the  Company's
Venezuelan subsidiary if U.S. dollar payments are not made.  

Revenues  and operating margins for  the land rig  operations for the three
and  nine months  ended September  30, 1994  decreased from  the comparable
prior year periods.   The decreases are primarily attributable  to the sale
of the Company's  U.S. land rig  operations, which  was effective June  30,
1994, and decreased utilization, offset in part by increased day rates.  In
November  1994, a wholly  owned subsidiary of  the Company entered  into an
agreement to sell two land rigs and related equipment to an unrelated third
party.  One of the land rigs is located in Dubai and the other is currently
being mobilized from  Syria to Dubai.  Subsequent to  the sale, the Company
will continue to own two land rigs, both of which are located in Dubai.

MARINE TRANSPORTATION OPERATIONS

Certain financial information regarding the Company's marine transportation
operations for the three and nine  months ended September 30, 1994 and 1993
is summarized below (in thousands, except utilization rates and average day
rates):
<PAGE>




<TABLE>
<CAPTION>
                              THREE MONTHS ENDED    NINE MONTHS ENDED
                                 SEPTEMBER 30,         SEPTEMBER 30,  
                                1994       1993       1994      1993 
       <S>                    <C>        <C>        <C>       <C>
       REVENUES    
           AHTS <F1>          $ 4,712    $ 2,770    $10,791   $ 9,552
           Supply               4,442      4,889     14,274    12,830
           Mini-Supply            383        476      1,265     1,306
           Utility                591        594      1,451     2,019
               Total          $10,128    $ 8,729    $27,781   $25,707

       OPERATING MARGIN
           AHTS <F1>          $ 1,457    $   939    $ 4,236   $ 2,423
           Supply               1,297      2,135      4,953     4,169
           Mini-Supply             86        207        434       577
           Utility               (153)       (85)      (419)     (362)
               Total          $ 2,687    $ 3,196    $ 9,204   $ 6,807

       UTILIZATION RATES
           AHTS <F1>            84.2%      87.4%      78.9%     75.5%
           Supply               86.7%      90.9%      85.4%     82.7%
           Mini-Supply          85.1%     100.0%      93.4%     95.1%
           Utility              60.3%      57.4%      52.6%     64.4%
               Total            79.5%      81.8%      76.1%     77.2%

       AVERAGE DAY RATES
           AHTS <F1>          $ 7,545    $ 6,203    $ 7,449   $ 6,701
           Supply               2,924      3,043      3,221     2,877
           Mini-Supply          1,630      1,726      1,645     1,677
           Utility              1,065      1,040        990     1,065
               Total          $ 3,082    $ 3,007    $ 3,257   $ 2,856
<FN>
       <F1> Anchor Handling/Tug Supply Vessels

</TABLE>

The Company's marine transportation division currently operates 39 vessels,
of which 35  are owned by the  Company and four are leased  under long-term
agreements.    All  of  the Company's  marine  transportation  vessels  are
currently  located in  the Gulf  of Mexico.   The  Company had  six vessels
available for  work in Singapore at the beginning  of 1993.  In April 1993,
one of these vessels obtained a towage   contract to the U.S., after  which
it was available for work  in the Gulf of Mexico.  A  second vessel arrived
in  the Gulf of Mexico  from Singapore in the fourth  quarter of 1993.  The
Company  operated the remaining four  vessels in Singapore  through a joint
venture during the second half of 1993 and most of the first half  of 1994.
The Singapore joint  venture was terminated  in May 1994  and three of  the
vessels were  mobilized to  the Gulf  of Mexico.   The remaining  vessel, a
utility boat, was sold  effective June 30, 1994.  During  most of 1993, the
Company operated two  vessels offshore Brazil.  One  vessel returned to the
Gulf of Mexico  in the fourth quarter of 1993 and the other vessel returned
to the Gulf of Mexico in February 1994.
<PAGE>




The Company's marine transportation segment reported a decreased  operating
margin for  the three months  ended September 30,  1994 as compared  to the
same  period in 1993, due  primarily to costs  associated with moving three
vessels from Singapore to the  Gulf of Mexico in the third quarter of 1994.
The marine transportation  segment reported an  increased operating  margin
for the nine months ended September 30, 1994 compared to the same period in
1993 due primarily to increased day rates.

Drilling  activity increased  in the  Gulf of  Mexico during  1993, causing
utilization and day rates  for the Company's marine  transportation vessels
to increase  throughout 1993.  However,  day rates on new  contracts in the
Gulf of Mexico began to soften in the first half of 1994 and such softening
continued into the  third quarter  of 1994.   Management anticipates  that,
based  on  current market  conditions,  average  marine transportation  day
rates,  which began  improving at  the end  of the  third quarter  of 1994,
should average somewhat higher in the fourth quarter of 1994 as compared to
the third quarter of 1994.

In  the fourth quarter  of 1994, the  Company anticipates entering  into an
agreement  with an  unrelated  third party  to  purchase a  supply  vessel,
convert  four  utility  vessels  into  four  larger,  146-foot  mini-supply
vessels,  and assign  ownership of  four utility  vessels to  the unrelated
third party.  Subsequent to  this transaction, the Company would have  only
one utility vessel in  its fleet which would be used as  a training vessel.
No gain or  loss is anticipated  on the transaction.   This transaction  is
consistent  with the  Company's strategy  to concentrate  its fleet  on the
larger,  more capable  vessels and  to exit  the unprofitable  utility boat
market.   Earlier in 1994 the  Company sold one utility  boat and converted
another  to a  146-foot mini-supply  vessel.   Following completion  of the
transaction, the Company  would have  a marine transportation  fleet of  36
vessels  consisting of six anchor  handling, tug supply  vessels, 21 supply
boats, eight mini-supply boats and one training vessel.
 
TECHNICAL SERVICES OPERATIONS

Certain  financial  and  operational information  regarding  the  Company's
technical services operations for the three and nine months ended September
30, 1994 and 1993 is summarized below (dollars in thousands):

<TABLE>
<CAPTION>
                                 THREE MONTHS ENDED   NINE MONTHS ENDED
                                    SEPTEMBER 30,        SEPTEMBER 30,  
                                   1994      1993       1994       1993 

  <S>                            <C>       <C>        <C>        <C>
  Revenues                       $ 4,075   $ 5,467    $12,799    $14,563

  Operating margin               $   859   $   937    $ 3,935    $ 2,414

  Operating statistics:
    Jobs:
      Horizontal wells drilled        22        22         70         78
      MWD wells serviced              33        32         94         84
      Wireline services                4         9         12         24
         Total                        59        63        176        186
<PAGE>




    Average days per job:
      Horizontal wells              23.4      28.4       22.2       24.2
      MWD wells                     12.9      16.1       16.0       14.5
      Wireline services             21.5      17.7       14.7       15.1
         Total                      17.4      20.6       18.4       18.6

    Average revenue per job:
      Horizontal wells           $ 113.3   $ 135.8    $ 109.4    $ 121.5
      MWD wells                     40.3      65.6       49.2       52.4
      Wireline services             63.3      42.1       43.3       28.6
         Total                   $  69.1   $  86.8    $  72.7    $  78.3
</TABLE>

The Company  conducts its  technical services  operations primarily  in the
Austin  Chalk trend of Texas.   The Company's  horizontal drilling activity
was fairly flat  for the three and nine months ended  September 30, 1994 as
compared to the same periods of  1993.  Operating margin was little changed
for the  three months ended  September 30,  1994, as compared  to the  same
period in 1993,  however, operating  margin increased for  the nine  months
ended  September 30,  1994  as compared  to  the same  period  in 1993  due
primarily to reduced operating expenses in the first half of 1994.

In September 1994, a wholly owned subsidiary of the Company entered into an
exclusive alliance  agreement with Halliburton Energy  Services, a division
of Halliburton  Company, to jointly provide coiled  tubing, directional and
horizontal drilling services on a worldwide basis.  

In  October 1994, a wholly owned subsidiary  of the Company entered into an
agreement with Lateral Vector Resources, Inc. ("LVR"), a  Canadian company,
under which LVR purchased a 30% interest in a subsidiary of the Company for
$1.2  million.  LVR has the option,  through November 15, 1994, to purchase
an additional 10% interest in the  subsidiary under the same terms at which
the 30%  interest was purchased.   The purpose of  the sale was  to combine
forces with  LVR to  conduct  horizontal/directional drilling  services  in
Canada and certain areas  of the U.S.   The subsidiary will continue to  be
included in the  Company's consolidated financial statements.   The Company
will  record  a gain  on  the sale  of  the 30%  interest  of approximately
$600,000 in October 1994.

DEPRECIATION AND AMORTIZATION

Depreciation and Amortization expense  for the three and nine  months ended
September   30,  1994   increased  by  $2.2   million  and   $8.4  million,
respectively, compared  to the  same periods  in 1993.   The  increases are
primarily attributable  to depreciation  and  amortization related  to  the
step-up  in basis  of  the  assets  acquired  in  the  Penrod  Acquisition,
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.   The 1994
increased depreciation  was partially offset  by the sale of  the U.S. land
rig operation effective June 30, 1994.

GENERAL AND ADMINISTRATIVE

General  and Administrative  expense for  the three  and nine  months ended
September  30, 1994 decreased  by $765,000 and  $2.8 million, respectively,
<PAGE>




compared  to  the  same  periods in  1993.    The  decreases  are primarily
attributable to the  consolidation of Penrod's  general and  administrative
functions with the Company's in 1993 following the Penrod Acquisition.  

INTEREST INCOME      

Interest income increased for the three and nine months ended September 30,
1994  by  $446,000 and  $1.2 million,  respectively,  compared to  the same
periods  in  1993 due  to higher  average cash  levels  and an  increase in
interest rates.

INTEREST EXPENSE      

Interest  expense increased for the  three and nine  months ended September
30, 1994 by $932,000 and $1.9  million, respectively, compared to the  same
periods in 1993 due primarily to  higher average levels of debt outstanding
and an increase in interest rates.

INCOME FROM EQUITY AFFILIATES, NET

Income from Equity Affiliates,  net for the nine months ended September 30,
1994 consists  of the  Company's  50% share  of the  earnings  (loss) of  a
Mexican joint venture formed in  June 1993 to operate  a jackup rig in  the
Gulf  of Mexico and a  joint venture in Singapore formed  in August 1993 to
operate  marine vessels in Southeast Asia.  The Singapore joint venture was
terminated in May  1994.  Income from Equity Affiliates,  net for the three
months ended September 30, 1994 consists solely of the Company's portion of
the Mexican joint venture's operations.

OTHER, NET

Other, net for the three months ended September 30, 1994 consists primarily
of net  gains related to the  sale of miscellaneous equipment.   Other, net
for the nine months ended September 30, 1994  consists primarily of foreign
currency translation losses and the loss  on the sale of the Company's U.S.
land rig operations.  These  losses were offset, in  part, by net gains  on
the sale of miscellaneous equipment and net gains related to equipment lost
downhole for which the  customer reimbursement exceeded the net  book value
of the equipment lost.

PROVISION FOR INCOME TAXES

The Company recorded income tax provisions of $685,000 and $2.9 million for
the  three and  nine  months ended  September  30, 1994,  respectively,  as
compared  to $2.1 million  and $5.8 million  for the three  and nine months
ended September 30, 1993,  respectively.  The 1994 provisions  include U.S.
alternative minimum taxes and current and deferred foreign  taxes primarily
related  to  the  Company's operations  in  Venezuela.    A charge  against
earnings of  $1.0 million  was recorded  during the  three and  nine months
ended  September 30,  1994 to  increase the  Company's deferred  income tax
liability due to  the increase in the  Venezuela tax rate from  30% to 34%,
effective January 1, 1995.  The income tax provision was  decreased by $1.0
million during the  three and nine months ended September 30, 1994 due to a
reduction  in the  deferred  tax asset  valuation  allowance as  management
considers  it more  likely  than  not  that  certain  additional  U.S.  net
operating  losses will be  utilized prior  to their  expiration.   The 1993
provisions  were primarily related  to deferred foreign  taxes in Venezuela
<PAGE>




and the United Kingdom.   

At  September 30, 1994, the Company had regular and alternative minimum tax
net operating loss and investment tax credit carryforwards of approximately
$328.9 million, $193.9 million, and $3.6 million, respectively.  

MINORITY INTEREST

Minority Interest  for the three and  nine months ended  September 30, 1994
decreased by $1.4 million  and $3.3 million, respectively, compared  to the
same periods in 1993.  The minority interest charges for 1994 relate to the
minority shareholder's  interest  in  the  net  income  of  ENSCO  Drilling
(Caribbean), Inc.  ("Caribbean").   The 1993  charges include the  minority
shareholders  interest in the net income of Caribbean and $975,000 and $4.0
million  for  the  three   and  nine  months  ended  September   30,  1993,
respectively,  for  the preacquisition  earnings  related to  the  63.7% of
Penrod which the Company did not own prior to the Penrod Acquisition.     


LIQUIDITY AND CAPITAL RESOURCES

The  Company's consolidated  statement of  cash flows  for the  nine months
ended  September 30, 1993  does not include the  cash provided by operating
activities  of  Penrod  nor the  cash  flows  from  Penrod's investing  and
financing activities prior to the Penrod Acquisition.

CASH FLOW AND CAPITAL EXPENDITURES      

The  Company's cash flow from  operations and capital  expenditures for the
nine  months  ended  September  30,  1994  and  1993  are  as  follows  (in
thousands):   
                                          1994       1993   

          Cash Flow from Operations     $ 78,943   $ 36,577      
          Capital Expenditures           137,596     69,405

Cash flow from  operations increased $42.4 million in the first nine months
of 1994 compared  to the same period  in 1993.   The improved cash flow  is
primarily a result  of improved  operations and the  contribution from  the
cash flow of the ex-Penrod operations.

The  Company's capital expenditures for the nine months ended September 30,
1994  consisted principally  of $59.7 million  towards the  construction of
four  barge  drilling rigs  delivered for  operation  in Venezuela  in July
through  September of 1994,  $55.7 million for  the purchase  of two jackup
rigs  located in  the  North  Sea,  $18.1  million  for  contract  drilling
equipment and  $4.1  million  for  other equipment,  primarily  for  marine
transportation  vessels  and  technical services  operations.    Management
anticipates that  capital expenditures  in  1994 will  total  approximately
$30.0  million for existing operations and upgrades, $64.0 million  towards
the construction  of the four barge drilling rigs and $55.7 million for the
purchase of the two jackup rigs located in the North Sea.
<PAGE>




FINANCING AND CAPITAL RESOURCES     

The Company's long-term debt,  total capital and debt to  capital ratios at
September  30,  1994  and  December  31,  1993  are  summarized  below  (in
thousands, except percentages):

                                         SEPTEMBER 30,  DECEMBER 31,
                                             1994          1993     

        Long-term Debt                     $169,528      $125,983      
        Total Capital                       651,535       580,885
        Long-term Debt to Total Capital       26.0%         21.7%

In November 1993,  Caribbean signed four separate  five-year contracts with
Lagoven,  a subsidiary of the  Venezuelan national oil  company, to operate
four additional  barge drilling rigs  on Lake  Maracaibo in Venezuela.   In
December  1993,  a  subsidiary of  the  Company  entered  into a  financing
arrangement  with a subsidiary of a Japanese corporation in connection with
the construction of the  four barge drilling  rigs which were completed  in
July  through September  of 1994.   Upon completion of  construction of the
barge  drilling rigs, the interim  construction loans were  repaid from the
proceeds of four  secured term loans, totalling $78.8 million,  made by the
Japanese  corporation to a  subsidiary of  Caribbean.   The five  year term
loans bear  interest at fixed rates ranging from 9.1% to 9.8%, repayable in
60  equal monthly installments of  principal and interest.   The term loans
are each secured by a specific  barge drilling rig, which rigs together had
a combined net  book value of approximately $75.0 million  at September 30,
1994, and the  charter contract on  each rig.  The  secured term loans  are
without recourse to the Company.  Under the terms of the Lagoven contracts,
the  barges  will  earn  day  rates  which  the  Company  believes  will be
sufficient to fully amortize the loans. 

In December 1993, a subsidiary of the Company entered into a $100.0 million
loan  arrangement  with  a group  of  international  banks.   The  facility
consisted  of a  $60.0  million  secured  term loan  and  a  $40.0  million
revolving line of credit.  Proceeds  of the secured term loan were  used to
repay a revolving credit agreement and existing term loans of  Penrod.  The
revolver is reduced semi-annually by $1.0  million over five years with the
final  $30.0 million line expiring  at the end of the  five year term.  The
facility carries a floating interest rate, which was 7.25% at September 30,
1994.   The revolver portion of  the facility was undrawn  at September 30,
1994.

In March 1994, the Company redeemed its convertible subordinated debentures
consisting  of  $5.1   million  principal  amount   of  8.25%   convertible
subordinated  debentures which  were  originally due  July  1, 1995.    The
Company's cash  reserves were used  to redeem the  convertible subordinated
debentures.  

In July 1994,  the Company  announced that  it would  redeem the  2,839,110
outstanding  shares   of  the   Company's   $1.50  Cumulative   Convertible
Exchangeable   Preferred  Stock ("$1.50 Preferred  Stock") in  August 1994.
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, based  on the  $25.00 liquidation preference  and the  $14.00
conversion price per share of  the $1.50 Preferred Stock.  Such  conversion
resulted in the issuance of 5,012,762 shares of the Company's common stock.
<PAGE>




Holders of the remaining 31,963 shares of the $1.50 Preferred Stock elected
to redeem their shares for cash.

The Company's liquidity  position at  September 30, 1994  and December  31,
1993 is summarized in the table below (in thousands, except ratios):

                                  SEPTEMBER 30,   DECEMBER 31,
                                      1994            1993     
        Cash and Short-Term
          Investments               $134,796        $128,060
        Working Capital              120,415         127,105
        Current Ratio                    2.5             2.9

Based on current energy industry  conditions, management believes cash flow
from operations, the Company's existing credit facilities and the Company's
working capital should be sufficient to fund the Company's debt and capital
additions for the next twelve months.  
<PAGE>




                        PART II - OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits and Exhibit Index

         Exhibit
           No.  
         _______ 

          * 27      Financial Data Schedule






         ____________________

          * filed herewith
<PAGE>




                                 SIGNATURE
 


Pursuant to  the requirements 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.







                                   ENERGY SERVICE COMPANY, INC.




Date:    November 10, 1994         /s/  C, CHRISTOPHER GAUT         
                                   C. Christopher Gaut
                                   Chief Financial Officer


                                   /s/  H. E. MALONE                
                                   H. E. Malone, Corporate Controller
                                   and Chief Accounting Officer
<PAGE>




                               EXHIBIT INDEX


                                                               SEQUENTIALLY
                                                                 NUMBERED  
EXHIBIT                                                          DOCUMENT  
  NO.                            DOCUMENT                          PAGE    

  27             Financial Data Schedule                            25     
<PAGE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>



<PAGE>






                                                               EXHIBIT 27

                        Energy Service Company, Inc.
                          Financial Data Schedule
           As of and for the Nine Months Ended September 30, 1994
                  (In thousands, except per share amounts)
                                (Unaudited)


THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
SEPTEMBER 30, 1994 FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.


            
               <S>                                            <C>
               <PERIOD-TYPE>                                  9-MOS
               <PERIOD-END>                                   SEP-30-1994

               <CASH>                                         $128,927
               <SECURITIES>                                      5,869
               <RECEIVABLES>                                    52,771
               <ALLOWANCES>                                     (1,040)
               <INVENTORY>                                       3,879
               <CURRENT-ASSETS>                                203,226
               <PP&E>                                          679,624
               <DEPRECIATION>                                 (142,989)
               <TOTAL-ASSETS>                                  779,169
               <CURRENT-LIABILITIES>                            82,811
               <BONDS>                                         169,528
               <COMMON>                                          6,655
                                                0
                                                          0
               <OTHER-SE>                                      475,352
               <TOTAL-LIABILITY-AND-EQUITY>                    779,169
               <SALES>                                               0
               <TOTAL-REVENUES>                                195,607
               <CGS>                                                 0 
               <TOTAL-COSTS>                                   109,950
               <OTHER-EXPENSES>                                 46,636
               <LOSS-PROVISION>                                   (323)
               <INTEREST-EXPENSE>                                8,848
               <INCOME-PRETAX>                                  33,678
               <INCOME-TAX>                                      2,907
               <INCOME-CONTINUING>                              28,705
               <DISCONTINUED>                                        0
               <EXTRAORDINARY>                                       0
               <CHANGES>                                             0
               <NET-INCOME>                                     28,705
               <EPS-PRIMARY>                                      0.47
               <EPS-DILUTED>                                      0.47
        
<PAGE>

</TABLE>


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