ENSCO INTERNATIONAL INC
10-Q, 1998-05-08
DRILLING OIL & GAS WELLS
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                       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, 1998


                                       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


                        ENSCO INTERNATIONAL INCORPORATED
             (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 142,279,328 shares of Common Stock, $.10 par value, of the registrant
outstanding as of April 30, 1998.



<PAGE>

                        ENSCO INTERNATIONAL INCORPORATED

                               INDEX TO FORM 10-Q

                      FOR THE QUARTER ENDED MARCH 31, 1998



                                                                      PAGE
                                                                      ----

PART I - FINANCIAL INFORMATION

      ITEM 1.  FINANCIAL STATEMENTS

           Review Report of Independent Accountants                    3

           Consolidated Statement of Income
               Three Months Ended March 31, 1998 and 1997              4

           Consolidated Balance Sheet
               March 31, 1998 and December 31, 1997                    5

           Consolidated Statement of Cash Flows
               Three Months Ended March 31, 1998 and 1997              6

           Notes to Consolidated Financial Statements                  7

      ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITION AND RESULTS OF OPERATIONS           9


PART II - OTHER INFORMATION

      ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K                      18

SIGNATURES                                                            19


<PAGE>
                                    

                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS


                   REVIEW REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and Stockholders
of ENSCO International Incorporated


We  have  reviewed  the  accompanying   consolidated   balance  sheet  of  ENSCO
International  Incorporated  and its  subsidiaries  as of March 31, 1998 and the
related consolidated  statements of income and of cash flows for the three month
periods  ended  March  31,  1998 and 1997.  This  financial  information  is the
responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression of an opinion  regarding the financial  statements  taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the  accompanying  financial  information  for it to be in conformity
with generally accepted accounting principles.

We previously audited in accordance with generally accepted auditing  standards,
the  consolidated  balance  sheet  as of  December  31,  1997,  and the  related
consolidated statements of income and of cash flows for the year then ended (not
presented  herein),  and in our report  dated  January 28, 1998 we  expressed an
unqualified opinion on those consolidated financial statements.  In our opinion,
the  information  set  forth  in the  accompanying  consolidated  balance  sheet
information  as of December 31, 1997, is fairly stated in all material  respects
in relation to the consolidated balance sheet from which it has been derived.



/s/ Price Waterhouse LLP
- -------------------------
Dallas, Texas
April 29, 1998


<PAGE>


               ENSCO INTERNATIONAL INCORPORATED AND SUBSIDIARIES
                        CONSOLIDATED STATEMENT OF INCOME
                      (In millions, except per share data)
                                   (Unaudited)



                                                     Three Months Ended
                                                          March 31,
                                                    ---------------------
                                                      1998         1997
                                                    --------     --------

OPERATING REVENUES ............................     $ 246.4      $ 161.6

OPERATING EXPENSES
   Operating costs.............................        83.7         70.1
   Depreciation and amortization...............        19.8         24.2
   General and administrative..................         3.6          3.1
                                                    -------      -------
                                                      107.1         97.4

OPERATING INCOME...............................       139.3         64.2

OTHER INCOME (EXPENSE)
   Interest income.............................         2.7          1.4
   Interest expense, net.......................        (7.6)        (5.8)
   Other, net..................................         (.1)          .1
                                                    -------      -------
                                                       (5.0)        (4.3)

INCOME BEFORE INCOME TAXES AND MINORITY
   INTEREST....................................        134.3        59.9

PROVISION FOR INCOME TAXES
   Current income taxes........................         34.8         9.2
   Deferred income taxes.......................         11.0        13.5
                                                    --------     -------
                                                        45.8        22.7

MINORITY INTEREST..............................          1.3          .9
                                                    --------     -------

NET INCOME.....................................     $   87.2     $  36.3
                                                    ========     =======
EARNINGS PER SHARE
   Basic.......................................     $    .62     $   .26
   Diluted.....................................          .61         .25

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
   Basic.......................................        141.5       140.8
   Diluted.....................................        142.9       142.6

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



<PAGE>


               ENSCO INTERNATIONAL INCORPORATED AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                   (In millions, except for share amounts)

                                                    March 31,   December 31,
                                                      1998          1997
                                                   -----------  ------------
                                                   (Unaudited)    (Audited)

                 ASSETS
CURRENT ASSETS
  Cash and cash equivalents.....................    $  318.5     $  262.2
  Accounts receivable, net......................       166.4        157.2
  Prepaid expenses and other....................        21.0         27.7
                                                    --------     --------
         Total current assets...................       505.9        447.1
                                                    --------     --------

PROPERTY AND EQUIPMENT, AT COST.................     1,636.7      1,534.1
  Less accumulated depreciation.................       374.8        357.0
                                                    --------     --------
         Property and equipment, net............     1,261.9      1,177.1
                                                    --------     --------

OTHER ASSETS, NET...............................       139.8        147.8
                                                    --------     --------
                                                    $1,907.6     $1,772.0
                                                    ========     ========

  LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable..............................    $   13.1     $    7.8
  Accrued liabilities...........................       137.1         93.8
  Current maturities of long-term debt..........        25.7         29.3
                                                    --------     --------
         Total current liabilities..............       175.9        130.9
                                                    --------     --------

LONG-TERM DEBT..................................       395.2        400.8

DEFERRED INCOME TAXES...........................       139.3        128.2

OTHER LIABILITIES...............................        23.9         24.4

MINORITY INTEREST...............................        12.3         11.0

COMMITMENTS AND CONTINGENCIES...................           -            -

STOCKHOLDERS' EQUITY
  Common stock, $.10 par value, 250.0 million
    shares authorized and 155.2 million shares
    issued......................................        15.5         15.5
  Preferred stock, $1 par value, 20.0 million
    shares authorized and none issued...........           -            -
  Additional paid-in capital....................       841.7        841.3
  Retained earnings.............................       382.2        298.6
  Restricted stock(unearned compensation) ......        (6.4)        (6.8)
  Cumulative translation adjustment.............        (1.1)        (1.1)
  Treasury stock at cost, 13.0 million shares...       (70.9)       (70.8)
                                                    --------     --------
        Total stockholders' equity..............     1,161.0      1,076.7
                                                    --------     --------
                                                    $1,907.6     $1,772.0
                                                    ========     ========

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

               
<PAGE>


               ENSCO INTERNATIONAL INCORPORATED AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                  (In millions)
                                   (Unaudited)


                                                       Three Months Ended
                                                            March 31,
                                                       --------------------
                                                         1998        1997
                                                       --------    --------
OPERATING ACTIVITIES
   Net income......................................... $  87.2     $  36.3
   Adjustments to reconcile net income to net cash
     provided by operating activities:
       Depreciation and amortization..................    19.8        24.2
       Deferred income tax provision..................    11.0        13.5
       Amortization of other assets...................     2.4         1.4
       Other..........................................     (.2)          -
       Changes in operating asset and liabilities:
         Increase in accounts receivable..............    (9.3)      (13.1)
         Decrease in prepaid expenses and other.......    11.4          .5
         Increase(decrease)in accounts payable........     5.3         (.8)
         Increase(decrease)in accrued liabilities.....    21.3        (2.0)
                                                       -------     -------
            Net cash provided by operating activities.   148.9        60.0
                                                       -------     -------

INVESTING ACTIVITIES
   Additions to property and equipment................   (81.0)      (31.7)
   Other..............................................      .7          .3
                                                       -------     -------
           Net cash used by investing activities......   (80.3)      (31.4)
                                                       -------     -------


FINANCING ACTIVITIES
   Reduction of long-term borrowings..................    (9.1)      (22.5)
   Cash dividends.....................................    (3.6)          -
   Reduction in restricted cash.......................       -         1.1
   Other..............................................      .4         (.4)
                                                       -------     -------
           Net cash used by financing activities .....   (12.3)      (21.8)
                                                       -------     -------


INCREASE IN CASH AND CASH EQUIVALENTS.................    56.3         6.8

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD........   262.2        80.7
                                                       -------     -------

CASH AND CASH EQUIVALENTS, END OF PERIOD.............. $ 318.5     $  87.5
                                                       =======     =======

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


<PAGE>





                ENSCO INTERNATIONAL INCORPORATED AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note 1 - Unaudited Financial Statements

The  accompanying  consolidated  financial  statements  of  ENSCO  International
Incorporated  (the  "Company")  have been prepared in accordance  with generally
accepted accounting  principles and pursuant to the rules and regulations of the
Securities and Exchange Commission included in the instructions to Form 10-Q and
Article 10 of  Regulation  S-X. The  financial  information  included  herein is
unaudited  but,  in  the  opinion  of  management,   includes  all   adjustments
(consisting  of normal  recurring  adjustments)  which are  necessary for a fair
presentation of the financial position, results of operations and cash flows for
the interim periods presented.

The  financial  data for the three month  period  ended March 31, 1998  included
herein has been  subjected  to a limited  review by Price  Waterhouse  LLP,  the
registrant's  independent   accountants.   The  accompanying  review  report  of
independent  accountants is not a report within the meaning of Sections 7 and 11
of the Securities Act of 1933 and the independent  accountant's  liability under
Section 11 does not extend to it.

Results of  operations  for the three month  period ended March 31, 1998 are not
necessarily  indicative of results of operations  which will be realized for the
year ending December 31, 1998. 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, 1997 included in the  Company's  Annual
Report to the Securities and Exchange Commission on Form 10-K.

Note 2 - Change in Depreciable Lives

During the  latter  part of 1997,  the  Company  performed  an  engineering  and
economic  study of the  Company's  asset base.  As a result of this  study,  the
Company,  effective  January  1, 1998,  extended  the  depreciable  lives of its
drilling rigs and marine vessels by an average of five to six years. The Company
believes  that this  change  provides  a better  matching  of the  revenues  and
expenses of the Company's assets over their anticipated useful lives. The effect
of this change on the  Company's  financial  results for the three  months ended
March  31,  1998 was to  reduce  depreciation  expense  by  approximately  $10.0
million, or $.07 per basic or diluted share.

The  Company's  drilling  rigs and marine  vessels  and  related  equipment  are
depreciated  over useful lives determined by the original  construction  date or
major enhancement date of the asset. The useful lives of the Company's  existing
drilling rigs and marine vessels currently range from 8 to 24 years.


<PAGE>


Note 3 - Comprehensive Income

Effective January 1, 1998, the Company adopted Statement of Financial Accounting
Standards  No.  130,  "Reporting  Comprehensive  Income."  The  adoption of this
Statement  had no  effect on the  Company's  financial  statements  as it has no
items,  other than net income,  which are  considered  in the  determination  of
comprehensive  income. As a result,  the Company's  financial  statements do not
include separate reporting of comprehensive income.

Note 4 - Earnings Per Share

For the three months ended March 31, 1998 and 1997, there were no adjustments to
net income for purposes of calculating basic and diluted earnings per share. The
following is a reconciliation  of the weighted average common shares used in the
basic and diluted  earnings  per share  computations  for the three months ended
March 31, 1998 and 1997 (in millions).

                                                       1998        1997
                                                      ------      ------

Weighted average common shares - basic                 141.5       140.8

Potentially dilutive common shares:
  Restricted stock grants                                 .4          .5
  Stock options                                          1.0         1.3
                                                       -----       -----
Weighted average common shares - diluted               142.9       142.6
                                                       =====       =====



<PAGE>


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


BUSINESS ENVIRONMENT

ENSCO International  Incorporated is one of the leading international  providers
of offshore drilling services and marine transportation  services to the oil and
gas industry.  The Company's  operations are conducted in the geographic regions
of North America, Europe, Asia Pacific and South America.

Demand  for the  Company's  services  is  significantly  affected  by  worldwide
expenditures  for oil and gas  drilling.  Expenditures  for oil and gas drilling
activity fluctuate based upon many factors including world economic  conditions,
the legislative  environment in the U.S. and other major  countries,  production
levels  and other  activities  of OPEC and other oil and gas  producers  and the
impact  that these and other  events have on the  current  and  expected  future
pricing of oil and natural gas.

In the first  quarter of 1998,  demand  continued  to push day rates upward from
levels at the latter part of 1997.  However,  the decrease in oil prices,  which
began in November 1997, has continued into 1998 resulting in some  reductions in
day rates for the offshore  drilling  markets as  evidenced  by recent  contract
rollovers.   Although  there  are   indications  of  decreasing  day  rates  and
utilization  levels,  the Company  believes the long-term  fundamentals  for the
offshore  drilling  industry  remain strong.  See "-Outlook and  Forward-Looking
Statements" for how the changing business  environment is expected to impact the
Company.

RESULTS OF OPERATIONS

The Company  achieved its most  profitable  quarter in history  during the three
months ended March 31,  1998.  Compared  with the same period in 1997,  revenues
increased  52% to $246.4  million,  operating  income  increased  117% to $139.3
million,  and net income  increased 140% to $87.2 million.  The improved results
are due primarily to increased  revenues  from higher  average day rates for the
Company's   drilling  rigs  and  marine  vessels  and  to  some  improvement  in
utilization  for the  Company's  drilling  rigs.  The  increase in revenues  was
offset, in part, by higher operating expenses due to increasing costs and higher
utilization.



<PAGE>



The following analysis  highlights the Company's operating results for the three
months ended March 31, 1998 and 1997 (in millions):

                                                   1998         1997
                                                  ------       ------
     Operating Results
     -----------------
         Revenues                                 $246.4       $161.6
         Operating margin (1)                      162.7         91.5
         Operating income                          139.3         64.2
         Other expense                               5.0          4.3
         Provision for income taxes                 45.8         22.7
         Minority interest                           1.3           .9
         Net income                                 87.2         36.3

     Revenues
     --------
         Contract drilling
           Jackup rigs:
             North America                        $109.9       $ 67.7
             Europe                                 57.8         32.2
             Asia Pacific                           22.6         12.9
                                                  ------       ------
               Total jackup rigs                   190.3        112.8
           Barge rigs - South America               23.0         20.6
           Platform rigs                             7.5          7.4
                                                  ------       ------
               Total contract drilling             220.8        140.8
                                                  ------       ------

         Marine transportation
           AHTS (2)                                  5.3          4.7
           Supply                                   17.2         13.5
           Mini-supply                               3.1          2.6
                                                  ------       ------
               Total marine transportation          25.6         20.8
                                                  ------       ------
                 Total                            $246.4       $161.6
                                                  ======       ======

     Operating Margin(1)
     -------------------
         Contract drilling
           Jackup rigs:
             North America                        $ 77.2       $ 41.7
             Europe                                 42.9         19.3
             Asia Pacific                           12.4          2.4
                                                  ------       ------
               Total jackup rigs                   132.5         63.4
           Barge rigs - South America               11.9         13.1
           Platform rigs                             3.0          2.3
                                                  ------       ------
               Total contract drilling             147.4         78.8
                                                  ------       ------

         Marine transportation
           AHTS (2)                                  3.1          2.8
           Supply                                   10.5          8.5
           Mini-supply                               1.7          1.4
                                                  ------       ------
              Total marine transportation           15.3         12.7
                                                  ------       ------
                  Total                           $162.7       $ 91.5
                                                  ======       ======

     (1) Defined as revenues less operating expenses,  exclusive of depreciation
         and general and administrative expenses.
     (2) Anchor handling tug supply vessels.


<PAGE>

                                     
The following is an analysis of certain operating information of the Company for
the three months ended March 31, 1998 and 1997:

                                                   1998        1997
                                                ---------    --------
     Contract Drilling
     -----------------
        Rig utilization:
           Jackup rigs:
             North America                            99%         93%
             Europe                                  100%        100%
             Asia Pacific                             71%         61%
                                                ---------    --------
               Total jackup rigs                      94%         88%
           Barge rigs - South America                100%        100%
           Platform rigs                              86%         61%
                                                ---------    --------
                 Total                                94%         87%
                                                =========    ========
        Average day rates:
           Jackup rigs:
             North America                      $ 56,174     $ 37,006
             Europe                              100,326       60,649
             Asia Pacific                         48,477       32,624
                                                --------     --------
               Total jackup rigs                  63,120       41,084
           Barge rigs - South America             25,246       22,813
           Platform rigs                          23,098       17,909
                                                --------     --------
                 Total                          $ 52,288     $ 34,653
                                                ========     ========
     Marine Transportation
     ---------------------
         Fleet utilization:
           AHTS*                                     73%          79%
           Supply                                    90%          94%
           Mini-supply                               96%          96%
                                                --------     --------
                Total                                89%          92%
                                                ========     ========

         Average day rates:
           AHTS*                                $ 16,232     $ 10,992
           Supply                                  8,908        6,962
           Mini-supply                             4,455        3,726
                                                --------     --------
               Total                            $  8,676     $  6,791
                                                ========     ========

     *   Anchor handling tug supply vessels.

Discussions relative to each of the Company's operating segments and significant
changes in  operating  results  for the three  months  ended  March 31,  1998 as
compared with the prior year same period results are set forth below.



<PAGE>


Contract Drilling

The  following is an analysis of the Company's  offshore  drilling rigs at March
31, 1998 and 1997:
                                                 1998        1997
                                                ------      ------
         Jackup rigs:
             North America                         22          22
             Europe                                 7           6
             Asia Pacific                           7(1)        7(1)
                                                 ----        ----   
               Total jackup rigs                   36          35
         Barge rigs - South America                10          10
         Platform rigs                              8(2)        8(2)
                                                 ----        ----   
                 Total                             54          53
                                                 ====        ====


         (1)Includes one jackup rig operated by the Company that was  previously
            49% owned.  The Company  acquired the  remaining 51% interest in May
            1997.

         (2)Seven are located in the Gulf of Mexico and one,  which is not owned
            but operated under a management  contract,  is located off the coast
            of China.

For the three months ended March 31, 1998,  revenues for the Company's  contract
drilling  segment  increased  by $80.0  million,  or 57%, and  operating  margin
increased  by $68.6  million,  or 87%,  compared to the prior year  period.  The
significantly  improved 1998 results were primarily driven by increased revenues
from higher day rates for the Company's  drilling rigs and, to a lesser  extent,
increased  utilization.  The Company's  contract  drilling  operating margin was
negatively  impacted by an increase in operating  expenses of $11.4 million,  or
18%, from the prior year period. The increase in operating expenses is primarily
due to higher  wages,  benefits and training  costs for offshore rig workers and
increasing oilfield equipment and materials costs. In general, as the demand for
offshore  drilling  services  has  increased,  so has the demand  for  qualified
personnel and materials and equipment, which has resulted in cost increases.

   North America Jackup Rigs

Revenues  and  operating  margin for the  Company's  North  America  jackup rigs
increased by $42.2 million, or 62%, and by $35.5 million, or 85%,  respectively,
from the prior year period.  These improvements are primarily  attributable to a
52% increase in average day rates and an increase in  utilization  to 99% in the
current  year  period from 93% in the prior year  period.  In the prior year the
Company had two rigs in the shipyard  for the majority of the period  undergoing
enhancements  and  none in the  current  year  period,  which  accounts  for the
increase in utilization.

   Europe Jackup Rigs

Revenues and operating  margin for the Company's Europe jackup rigs increased by
$25.6 million,  or 80%, and by $23.6 million,  or 122%,  respectively,  from the
prior year period. These improvements are primarily due to a 65% increase in day
rates,  and bareboat  charter  revenue from the ENSCO 100, which was acquired in
December 1997.

   Asia Pacific Jackup Rigs

For the three months ended March 31, 1998,  revenues  increased by $9.7 million,
or 75%, and  operating  margin  increased by $10.0  million,  or 417%,  from the
comparable prior year period.  These improvements are primarily due to increased
revenues  resulting  from  a 49%  increase  in day  rates  and  an  increase  in
utilization to 71% in the current year period from 61% in the prior year period.
The increase in utilization is due to less shipyard downtime as four of the Asia
Pacific  jackup  rigs were in  shipyards  for all or a portion of the prior year
period undergoing enhancements, whereas during the current year period, only two
jackup  rigs were in the  shipyard  for the entire  period.  The two jackup rigs
currently in the shipyard are  anticipated  to return to work in the second half
of 1998. In addition to increased day rates and  utilization,  in May 1997,  the
Company  acquired the remaining 51% interest in the ENSCO 57, which  resulted in
increased revenues and operating margin in the current year period.

   South America Barge Rigs

For the three  months ended March 31, 1998,  revenues  for the  Company's  South
America  barge rigs  increased by $2.4  million,  or 12%, and  operating  margin
decreased by $1.2  million,  or 9%, from the prior year period.  The increase in
revenues is primarily due to  inflationary  cost  increases  that the Company is
reimbursed for through day rate increases. In the prior year period, the Company
collected   additional  revenues  related  to  catch-up  adjustments  for  prior
inflationary  cost  increases,  resulting in a negative  impact on the change in
revenues  and  operating  margin  from the  prior  year  period.  The  Company's
contracts with Petroleos de Venezuela,  S.A.  ("PDVSA") provide for the recovery
of  inflationary  cost  increases  through  day rate  adjustments.  As a result,
revenue increases are generally a direct offset to corresponding cost increases.

The initial contract periods on two of the barge rigs expired in March and April
1998,  and the  initial  contract  periods on two more barge rigs will expire in
June 1998. Under the terms of the applicable contracts,  PDVSA has the option to
purchase  these  four rigs,  and four more rigs with  initial  contract  periods
expiring in 1999.  Currently,  the two barge rigs whose initial contract periods
have  expired  continue to work for PDVSA under  contract  extensions,  however,
PDVSA has expressed a desire to exercise its purchase  option on these two rigs.
Management  cannot predict whether or not PDVSA will actually purchase the rigs,
but  believes  that the rigs  will  continue  to work for PDVSA  under  contract
extensions  until a final  decision is made.  If PDVSA  decides not to renew the
contracts or purchase  the rigs,  the Company  believes  that it will be able to
secure  contracts for these rigs with another  operator in  Venezuela.  If PDVSA
exercises their purchase option and consummates the purchase of any of the rigs,
the Company will recognize a gain on the sale.


Marine Transportation

The following is an analysis of the Company's marine  transportation  vessels as
of March 31, 1998 and 1997:

                                        1998          1997
                                       ------        ------
         AHTS *                            5             6
         Supply                           24            23
         Mini-Supply                       8             8
                                         ----          ---
         Total                            37            37
                                         ====          ===

         *  Anchor handling tug supply vessels.

Revenues and operating  margin for the Company's marine  transportation  segment
for the three months ended March 31, 1998 increased by $4.8 million, or 23%, and
by $2.6 million, or 20%, respectively, as compared to the prior year period. The
1998 results  improved  significantly  from the prior year due to higher average
day rates for the Company's marine transportation vessels, offset, in part, by a
slight  reduction in utilization  as compared to the prior year period.  Average
day  rates  for  the  Company's  marine  transportation   vessels  increased  by
approximately 28% from the prior year period and utilization decreased to 89% in
the  current  year period  from 92% in the prior year  period due  primarily  to
scheduled drydockings for the Company's AHTS vessels.

Depreciation and Amortization

Depreciation and amortization expense decreased by $4.4 million, or 18%, for the
three  months  ended March 31, 1998 as compared to the prior year  period.  This
decrease is due primarily to a change in the depreciable  lives of the Company's
drilling rigs and marine vessels effective January 1, 1998,  offset, in part, by
an increase in property and equipment  balances from the prior year.  Based on a
recent  engineering  and  economic  study  of  the  Company's  asset  base,  the
depreciable  lives of the Company's  drilling rigs and marine  vessels have been
extended  by an average of five to six years.  The effect of this  change on the
Company's  financial  results for the three  months  ended March 31, 1998 was to
reduce  depreciation  expense  by $10.0  million,  or $.07 per basic or  diluted
share.

Other Income (Expense)

Other  income  (expense)  for the three  months  ended March 31, 1998 and 1997
was as follows (in millions):

                                        1998         1997
                                       ------       ------
         Interest income                $ 2.7        $ 1.4
         Interest expense, net           (7.6)        (5.8)
         Other, net                       (.1)          .1
                                        -----        -----
                                        $(5.0)       $(4.3)
                                        =====        ===== 

Interest  income  increased due primarily to higher average cash balances in the
current period.  Interest expense  increased due to higher average debt balances
primarily  resulting  from the Company's  $300.0 million public debt offering in
November 1997.

Provision for Income Taxes

The  Company's  provision  for income taxes  increased by $23.1  million for the
three months  ended March 31, 1998 as compared to the prior year period,  due to
the increased profitability of the Company.

<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

Cash Flow and Capital Expenditures

The Company's cash flow from operations and capital  expenditures  for the three
months ended March 31, 1998 and 1997 are as follows (in millions):

                                            1998       1997
                                           ------     ------

         Cash flow from operations         $148.9     $ 60.0
                                           ======     ======
         Capital expenditures
            Enhancements                   $ 43.5     $ 24.0
            Construction                     27.8          -
            Sustaining                        9.7        7.7
                                           ------     ------
                                           $ 81.0     $ 31.7
                                           ======     ======

Cash flow from operations  increased by $88.9 million for the three months ended
March 31, 1998 as compared to the prior year  period.  The increase in cash flow
from  operations  is  primarily due to increased  operating  results in the
first three months of 1998 and from changes in working capital.

Management  anticipates that capital expenditures for the remainder of 1998 will
be   approximately   $295.0  million,   including  $30.0  million  for  existing
operations,  $150.0  million for  enhancements  to rigs and vessels,  and $135.0
million for the construction of a new harsh-environment jackup rig and three new
barge rigs.  The Company may spend  additional  funds to acquire or to build new
rigs or vessels in 1998, depending on market conditions and opportunities.

Financing and Capital Resources

The Company's  long-term debt, total capital and debt to capital ratios at March
31,  1998 and  December  31,  1997 are  summarized  below (in  millions,  except
percentages):

                                           March 31,     December 31,
                                             1998            1997
                                         ------------    ------------

          Long-term debt                     $  395.2        $  400.8
          Total capital                       1,556.2         1,477.5
          Long-term debt to total capital         25%             27%

The decrease in long-term debt is a result of debt  repayments  during the first
quarter of 1998.  The total  capital of the Company  increased  primarily due to
equity increases  resulting from the  profitability of the Company for the three
months ended March 31, 1998.

The  Company's  liquidity  position at March 31, 1998 and  December  31, 1997 is
summarized in the table below (in millions, except ratios):

                                             March 31,    December 31,
                                               1998          1997
                                           ------------   -----------

          Cash and short-term investments       $ 318.5       $ 262.2
          Working capital                         330.0         316.2
          Current ratio                             2.9           3.4

The Company  utilizes a conservative  investment  philosophy with respect to its
cash and cash equivalents and does not use derivative financial  instruments for
investment or trading purposes.

Based on the current  financial  condition of the Company,  management  believes
that cash flow from  operations  and the  Company's  working  capital  should be
sufficient to fund the Company's  ongoing  liquidity  needs for the  foreseeable
future. In addition,  the Company is currently in the process of arranging a new
unsecured  revolving  line of credit  with a group of banks for the  purpose  of
supplementing  the cash  available  for capital  expenditure  requirements.  The
available credit line is expected to be in the range of $150.0 to $200.0 million
and is anticipated to be completed in the second quarter of 1998.

MARKET RISK

The Company uses financial  instruments to hedge against its exposure to changes
in foreign  currencies.  The  Company  does not use  financial  instruments  for
trading purposes.  Management  believes that the Company's hedging activities do
not expose the Company to any  material  interest  rate risk,  foreign  currency
exchange rate risk, commodity price risk or any other market rate or price risk.


OUTLOOK AND FORWARD-LOOKING STATEMENTS

With the recent decline in oil prices,  management  anticipates that the Company
will  experience  reduced day rates and  utilization.  The Company's  management
believes that the projected  reduction in day rates and  utilization is directly
tied to lower oil prices and related factors,  which have led to the deferral of
some  drilling  programs.  As a result of the  negative  impact on day rates and
utilization  for  the  Company's  drilling  rigs  and  marine  vessels  and  the
short-term  nature of the  Company's  contracts,  management  believes  that the
Company's  financial results will be adversely affected through the remainder of
1998 in  comparison  to the results for the first three  months of 1998.  As day
rates and  utilization  for the Company's  drilling rigs and marine  vessels are
dependent on the market conditions in which the Company operates,  the extent of
such adverse change cannot be accurately predicted.

Progress on the construction of the Company's three barge rigs for Venezuela and
a harsh-environment jackup rig is proceeding as scheduled. The barge rigs, which
are being constructed against a long-term contract with Chevron, are expected to
be delivered in early 1999,  and the  harsh-environment  jackup rig is scheduled
for  delivery  in  early  2000.  The  Company  has an  option  to build a second
harsh-environment  jackup rig that expires  early in the third  quarter of 1998.
The Company  continues to work on the final  design  phase of a  semisubmersible
drilling rig that it is actively marketing.

This report contains  forward-looking  statements based on current  expectations
that involve a number of risks and uncertainties that could cause actual results
to  differ  materially  from  the  results  discussed  in  the   forward-looking
statements. Generally,  forward-looking statements include words or phrases such
as "management  anticipates," "the Company believes," "the Company  anticipates"
and words and  phrases of similar  impact,  and  include  but are not limited to
statements   regarding   future   operations  and  business   environment.   The
forward-looking  statements  are made pursuant to safe harbor  provisions of the
Private  Securities  Litigation Reform Act of 1995. The factors that could cause
actual  results  to differ  materially  include,  but are not  limited  to:  (i)
industry  conditions and competition,  (ii) the cyclical nature of the industry,
(iii) worldwide  expenditures for oil and gas drilling,  (iv) operational  risks
and insurance,  (v) risks  associated  with operating in foreign  jurisdictions,
(vi)  environmental  liabilities  which  may arise in the  future  which are not
covered by insurance or  indemnity,  (vii) the impact of current and future laws
and  governmental  regulation,  as well as repeal or  modification  of the same,
affecting the oil and gas industry and the Company's  operations in  particular,
and (viii) the risks described from time to time in the Company's reports to the
Securities  and Exchange  Commission,  including the Company's  Annual Report on
Form 10-K for the year ended December 31, 1997.



<PAGE>


                           PART II - OTHER INFORMATION


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits Filed with this Report

          Exhibit No.

             15.1     Letter of Independent  Accountants  regarding  Awareness
                      of Incorporation by Reference.

             27.1     Financial Data Schedule.  (Exhibit 27.1 is being submitted
                      as an  exhibit  only  in the  electronic  format  of  this
                      Quarterly  Report on Form 10-Q submitted to the Securities
                      and Exchange Commission.)

     (b)  Reports on Form 8-K





<PAGE>
                                    
                                                                     
                               SIGNATURES



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.





                                   ENSCO INTERNATIONAL INCORPORATED



Date:   May 7, 1998                /s/  C. Christopher Gaut
      ----------------             ------------------------
                                   C. Christopher Gaut
                                   Chief Financial Officer


                                   /s/  H. E. Malone
                                   ------------------------
                                   H. E. Malone, Corporate Controller
                                   and Chief Accounting Officer




<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
This schedule  contains summary financial  information  extracted from the March
31, 1998  financial  statements and is qualified in its entirety by reference to
such financial statements. 
</LEGEND>
<CIK>                   0000314808
<NAME>                  ENSCO INTERNATIONL INCORPORATED
<MULTIPLIER>                                   1,000
                                     
       
<S>                                           <C>
<PERIOD-TYPE>                                   3-MOS
<FISCAL-YEAR-END>                         DEC-31-1998
<PERIOD-START>                            JAN-01-1998
<PERIOD-END>                              MAR-31-1998

<CASH>                                        318,500
<SECURITIES>                                        0
<RECEIVABLES>                                 166,400
<ALLOWANCES>                                        0
<INVENTORY>                                         0
<CURRENT-ASSETS>                              505,900
<PP&E>                                      1,636,700
<DEPRECIATION>                                374,800
<TOTAL-ASSETS>                              1,907,600
<CURRENT-LIABILITIES>                         175,900
<BONDS>                                       395,200
                               0
                                         0
<COMMON>                                       15,500
<OTHER-SE>                                  1,145,500 
<TOTAL-LIABILITY-AND-EQUITY>                1,907,600
<SALES>                                             0
<TOTAL-REVENUES>                              246,400
<CGS>                                               0
<TOTAL-COSTS>                                  83,700
<OTHER-EXPENSES>                               23,400
<LOSS-PROVISION>                                    0 
<INTEREST-EXPENSE>                              7,600
<INCOME-PRETAX>                               134,300
<INCOME-TAX>                                   45,800
<INCOME-CONTINUING>                            87,200
<DISCONTINUED>                                      0
<EXTRAORDINARY>                                     0
<CHANGES>                                           0
<NET-INCOME>                                   87,200
<EPS-PRIMARY>                                    0.62<F1>
<EPS-DILUTED>                                    0.61
<FN>
<F1> Represents basic earnings per share.
</FN>

        




</TABLE>
                                    



April 29, 1998



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549



Ladies and Gentlemen:

We are  aware  that  ENSCO  International   Incorporated has included our report
dated April 29, 1998 (issued pursuant to the provisions of Statement on Auditing
Standards  No. 71) in the  Company's  Registration  Statements on Form S-3 (Nos.
33-42965, 33-46500, 33-49590, 33-43756, 33-64642, 333-03575 and 333-37897), and
any  existing  amendments  thereto,  and  Form  S-8  (Nos.  33-14714,  33-32447,
33-35862,  33-40282  and  33-41294).  We are also aware of our  responsibilities
under the Securities Act of 1933.

Yours very truly,

/s/  Price Waterhouse LLP
 



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