ENSCO INTERNATIONAL INC
10-Q, 1998-11-05
DRILLING OIL & GAS WELLS
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                                  UNITED STATES
                       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, 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 137,606,923 shares of Common Stock, $.10 par value, of the registrant
outstanding as of November 4, 1998.




<PAGE>



                     ENSCO INTERNATIONAL INCORPORATED

                             INDEX TO FORM 10-Q

                    FOR THE QUARTER ENDED SEPTEMBER 30, 1998



                                                                            PAGE
                                                                            ----

PART I - FINANCIAL INFORMATION

         ITEM 1.  FINANCIAL STATEMENTS

                  Review Report of Independent Accountants                    3

                  Consolidated Statement of Income
                      Three Months Ended September 30, 1998 and 1997          4

                  Consolidated Statement of Income
                      Nine Months Ended September 30, 1998 and 1997           5

                  Consolidated Balance Sheet
                      September 30, 1998 and December 31, 1997                6

                  Consolidated Statement of Cash Flows
                      Nine Months Ended September 30, 1998 and 1997           7

                  Notes to Consolidated Financial Statements                  8

         ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS              11


PART II - OTHER INFORMATION

         ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY              
                  HOLDERS                                                    24 

         ITEM 5.  OTHER INFORMATION                                          24

         ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                           24


SIGNATURES                                                                   25




                                       2
<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 September 30, 1998 and the
related  consolidated  statements of income for the three and nine month periods
ended  September  30, 1998 and 1997 and of cash flows for the nine month periods
ended  September  30,  1998  and  1997.   This  financial   information  is  the
responsibility of the Company's management.

We  conducted  our  reviews 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 reviews, 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/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
Dallas, Texas
November 2, 1998




                                       3
<PAGE>



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


                                                           Three Months Ended
                                                              September 30,
                                                          ---------------------
                                                            1998          1997
                                                          -------       -------

OPERATING REVENUES....................................... $ 179.8       $ 223.3

EXPENSES
    Operating expenses...................................    80.5          80.4
    Depreciation and amortization........................    20.9          27.0
    General and administrative...........................     3.8           3.5
                                                          -------       -------
                                                            105.2         110.9
                                                          -------       -------

OPERATING INCOME.........................................    74.6         112.4

OTHER INCOME (EXPENSE)
    Interest income......................................     4.0           1.4
    Interest expense, net................................    (6.2)         (5.0)
    Other, net...........................................    10.0           (.1)
                                                          -------       -------
                                                              7.8          (3.7)
                                                          -------       -------

INCOME BEFORE INCOME TAXES AND MINORITY INTEREST.........    82.4         108.7

PROVISION FOR INCOME TAXES
    Current income taxes.................................     1.3          27.9
    Deferred income taxes................................    21.0          12.5
                                                          -------       -------
                                                             22.3          40.4

MINORITY INTEREST........................................     1.1            .5
                                                          -------       -------

NET INCOME............................................... $  59.0       $  67.8
                                                          =======       =======

EARNINGS PER SHARE
    Basic................................................ $   .42       $   .48
    Diluted.............................................. $   .42       $   .47

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
    Basic................................................   139.0         141.2
    Diluted..............................................   139.5         143.1

DIVIDENDS PER SHARE...................................... $  .025       $  .025

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



                                       4
<PAGE>


                ENSCO INTERNATIONAL INCORPORATED AND SUBSIDIARIES
                        CONSOLIDATED STATEMENT OF INCOME
                      (In millions, except per share data)
                                   (Unaudited)
        
                                                            Nine Months Ended
                                                              September 30,
                                                          ---------------------
                                                           1998          1997
                                                          -------       -------

OPERATING REVENUES....................................... $ 660.2       $ 580.3

EXPENSES
    Operating expenses...................................   247.8         227.6
    Depreciation and amortization........................    60.9          77.0
    General and administrative...........................    11.5          10.4
                                                          -------       -------
                                                            320.2         315.0
                                                          -------       -------

OPERATING INCOME.........................................   340.0         265.3

OTHER INCOME (EXPENSE)                                                  
    Interest income......................................    10.5           4.1
    Interest expense, net................................   (20.4)        (15.6)
    Other, net...........................................    10.0             - 
                                                          -------       -------
                                                               .1         (11.5)
                                                          -------       -------

INCOME BEFORE INCOME TAXES AND MINORITY INTEREST.........   340.1         253.8

PROVISION FOR INCOME TAXES
    Current income taxes.................................    67.3          55.5
    Deferred income taxes................................    43.1          39.7
                                                          -------       -------
                                                            110.4          95.2

MINORITY INTEREST........................................     2.9           2.3
                                                          -------       -------

NET INCOME............................................... $ 226.8       $ 156.3
                                                          =======       =======

EARNINGS PER SHARE
    Basic................................................ $  1.61       $  1.11
    Diluted.............................................. $  1.60       $  1.10

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
    Basic................................................   140.6         141.0
    Diluted..............................................   141.6         142.6

DIVIDENDS PER SHARE...................................... $  .075       $  .025


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



                                       5
<PAGE>




                ENSCO INTERNATIONAL INCORPORATED AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                  (In millions)

                                                     September 30,  December 31,
                                                         1998           1997
                                                     -------------  ------------
                                                      (Unaudited)    (Audited)
                                     ASSETS

CURRENT ASSETS
    Cash and cash equivalents........................   $  293.6       $  262.2
    Accounts receivable, net.........................      149.1          157.2
    Prepaid expenses and other.......................       22.5           27.7
    Assets held for sale.............................       45.7              -
                                                        --------       --------
               Total current assets..................      510.9          447.1
                                                        --------       --------

PROPERTY AND EQUIPMENT, AT COST......................    1,727.6        1,534.1
    Less accumulated depreciation....................      389.2          357.0
                                                        --------       --------
               Property and equipment, net...........    1,338.4        1,177.1
                                                        --------       --------

OTHER ASSETS, NET....................................      141.0          147.8
                                                        --------       --------
                                                        $1,990.3       $1,772.0
                                                        ========       ========

                           LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
    Accounts payable.................................   $   16.4       $    7.8
    Accrued liabilities..............................      139.1           93.8
    Current maturities of long-term debt.............       22.7           29.3
                                                        --------       --------
               Total current liabilities.............      178.2          130.9
                                                        --------       --------

LONG-TERM DEBT.......................................      382.0          400.8

DEFERRED INCOME TAXES................................      171.4          128.2

OTHER LIABILITIES....................................       18.9           24.4

MINORITY INTEREST....................................       13.9           11.0

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

STOCKHOLDERS' EQUITY
     Preferred stock, $1 par value, 20.0 million
        shares authorized, none issued...............          -              -
     Common stock, $.10 par value, 250.0 million
        shares authorized, 155.6 million and 155.2
        million shares issued........................       15.6           15.5
     Additional paid-in capital......................      845.5          841.3
     Retained earnings...............................      514.8          298.6
     Restricted stock (unearned compensation)........       (8.0)          (6.8)
     Cumulative translation adjustment...............       (1.1)          (1.1)
     Treasury stock, at cost, 18.0 million and
         13.0 million shares.........................     (140.9)         (70.8)
                                                        --------       --------
                Total stockholders' equity...........    1,225.9        1,076.7
                                                        --------       --------
                                                        $1,990.3       $1,772.0
                                                        ========       ========

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




                                       6
<PAGE>




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

                                                             Nine Months Ended
                                                                September 30,
                                                             ------------------
                                                               1998       1997
                                                             -------    -------

OPERATING ACTIVITIES
    Net income.............................................. $ 226.8    $ 156.3
    Adjustments to reconcile net income to net cash
        provided by operating activities:
             Depreciation and amortization..................    60.9       77.0
             Deferred income tax provision..................    43.1       39.7
             Amortization of other assets...................     8.1        4.7
             Gain on asset dispositions.....................   (11.5)      (1.2)
             Other..........................................     2.7         .6
             Changes in operating assets and liabilities:
                (Increase) decrease in accounts receivable..    29.1      (52.4)
                (Increase) decrease in prepaid expenses and
                   other....................................     2.1       (6.8)
                Increase in accounts payable................     8.6         .6
                Increase in accrued liabilities.............    18.0       13.5
                                                             -------    -------
                 Net cash provided by operating activities..   387.9      232.0
                                                             -------    -------

INVESTING ACTIVITIES
    Additions to property and equipment.....................  (253.8)    (140.6)
    Proceeds from disposition of assets.....................     1.9        1.8
    Other...................................................       -         .5
                                                             -------    -------
                 Net cash used by investing activities......  (251.9)    (138.3)
                                                             -------    -------

FINANCING ACTIVITIES
    Reduction of long-term borrowings.......................   (25.1)     (51.0)
    Cash dividends..........................................   (10.6)      (3.5)
    Treasury stock purchased under buyback program..........   (69.6)         -
    Reduction in restricted cash............................       -        1.6
    Other...................................................      .7         .2
                                                             -------    -------
                 Net cash used by financing activities......  (104.6)     (52.7)
                                                             -------    -------

INCREASE IN CASH AND CASH EQUIVALENTS.......................    31.4       41.0

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

CASH AND CASH EQUIVALENTS, END OF PERIOD.................... $ 293.6    $ 121.7
                                                             =======    =======


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



                                       7
<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,  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 and nine month periods ended September 30, 1998
included    herein   have   been    subjected    to   a   limited    review   by
PricewaterhouseCoopers  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 and nine month periods ended  September 30,
1998 are not  necessarily  indicative of the results of operations  that will be
realized for the year ending  December 31, 1998.  It is  recommended  that these
financial  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 - Assets Held for Sale

At September 30, 1998, $45.7 million, representing the net book value of four of
the Company's  Venezuelan barge drilling rigs, was classified as assets held for
sale based on  notification  given to the  Company  by  Petroleos  de  Venezuela
("PDVSA") of its intent to purchase the ENSCO VII, VIII, IX and X. PDVSA has the
option to purchase these rigs pursuant to a purchase  option provided for in the
original charter agreement.

On October 27,  1998,  the Company  sold to PDVSA the four barge  drilling  rigs
whose  contracts  had expired in 1998 for cash  proceeds of $49.4  million.  The
Company and PDVSA are in dispute concerning additional consideration the Company
believes it is entitled to under the charter  agreement,  for  reimbursement  of
taxes,  liabilities  and costs  related to the sale and  operation  of the barge
drilling  rigs.  The  parties  have yet to agree on the  amount  and  method  of
calculating  such additional  payment.  In connection with the sale, the Company
and  PDVSA  have  agreed  to  reserve  their  rights  for  resolution  of  these
contractual  disputes.  Based  on cash  proceeds  received  from  the  sale,  an
insignificant  gain will be recorded on the transaction  after considering taxes
and  payment  to ENSCO's  minority  interest  holder.  Any  additional  proceeds
collected in future periods will be recognized into income when received.

                                       8
<PAGE>

The  Company's   remaining  six  barge  drilling  rigs in Venezuela  continue to
work for PDVSA  under their  charter  contracts  that all expire in  mid-to-late
1999.  The contracts with PDVSA for the six barge drilling rigs afford PDVSA the
option to purchase each of the rigs during or at the end of the  contracts.  The
Company is currently  uncertain  whether or not PDVSA will exercise its purchase
option on these rigs.

Note 3 - Gain on Vessel

On  September 7, 1998,  one of the  Company's  large anchor  handling tug supply
vessels, the Kodiak II, sank while supporting drilling operations for a customer
in the Gulf of Mexico. The vessel sank in approximately  4,300 feet of water and
has been declared a total loss for insurance purposes.

The Company expects to receive  insurance  proceeds of $21.0 million on the loss
of the vessel,  resulting in a financial  statement  gain of $10.0 million ($6.5
million or $.05 per basic and  diluted  share net of tax) for the three and nine
months ended September 30, 1998. The gain  represents the insurance  proceeds in
excess of the net book value of the vessel and is recorded in "Other, net" under
the Other Income (Expense) caption in the Consolidated  Statements of Income for
the three and nine months ended  September  30,  1998.  Through the date of this
filing,  the  Company  has  received  approximately  $19.0  million of the $21.0
million proceeds from its insurers.

Note 4 - Stock Buyback Program

In May 1998, the Company's Board of Directors authorized the repurchase of up to
5.0  million  shares of the  Company's  Common  Stock as a means to  offset  the
dilutive  effect of shares issued under the Company's stock  compensation  plans
and to capitalize  on the decrease in the market price of the  Company's  common
stock.  As of September 30, 1998,  the Company had  repurchased  all 5.0 million
shares authorized at a cost of approximately $69.6 million.

Note 5 - Revolving Credit Agreement

In May 1998, the Company entered into a $185 million unsecured  revolving credit
agreement  (the  "Credit  Agreement")  with a  syndicate  of banks.  Interest on
amounts  borrowed  under  the  Credit  Agreement  are  based  on  LIBOR  plus an
applicable margin rate (currently .4%) depending on the Company's credit rating.
The Company also pays a commitment fee (currently .15% per annum) on the undrawn
portion of the  available  credit  line,  which is also  based on the  Company's
credit rating.  The Company is required to maintain certain financial  covenants
under the Credit  Agreement  which include the Company meeting a specified level
of interest coverage,  assets to indebtedness,  leverage ratio, and tangible net
worth.  As of September  30, 1998,  the Company had $185 million  available  for
borrowings under the Credit Agreement. The Credit Agreement matures in May 2003.


                                       9
<PAGE>


Note 6 - 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 and nine months
ended  September 30, 1998 was to reduce  depreciation  expense by  approximately
$9.7 million or $.07 per basic and diluted  share and $29.8  million or $.21 per
basic and diluted share, respectively.

Note 7 - Earnings Per Share

For the three and nine months ended  September 30, 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 and nine months ended September 30, 1998 and 1997 (in millions).

                                             Three Months          Nine Months
                                                Ended                 Ended 
                                             September 30,        September 30,
                                            ---------------     ----------------
                                             1998      1997      1998       1997
                                            -----     -----     -----      -----

Weighted average common shares-basic        139.0     141.2     140.6      141.0

Potentially dilutive common shares:
    Restricted stock grants                    .1        .4        .3         .4
    Stock options                              .4       1.5        .7        1.2
                                            -----     -----     -----      -----

Weighted average common shares-diluted      139.5     143.1     141.6      142.6
                                            =====     =====     =====      =====

Note 8 - 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.




                                       10
<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.

During  the third  quarter  of 1998,  demand  for  offshore  drilling  equipment
declined  from the second  quarter of 1998 as oil prices  remained at  depressed
levels. The decline in oil prices is due to, among other things,  concerns about
an excess  supply of oil in the world  markets and reduced  growth in  worldwide
demand due to the impact of the  economic  slowdown  in  Southeast  Asia.  In an
attempt to prevent further deterioration in oil prices, members of OPEC and some
other oil and gas  producers  recently  agreed to  reduce  their oil  production
levels. However, there can be no assurance that these agreements will reduce oil
production  levels or if or when these  measures  will  increase  oil prices and
return them to higher levels that have  prevailed  over much of the last decade.
As oil prices have  declined,  companies  exploring for oil and natural gas have
deferred some of their drilling  programs  thereby  reducing demand for drilling
equipment and marine transportation  services and resulting in reductions in day
rates and  utilization.  This erosion in day rates and  utilization  is having a
negative  impact on the  Company's  financial  results.  The  Company  currently
expects that its earnings for the fourth  quarter of 1998 will continue to trend
downward  from the third  quarter of 1998 and the results for the full year 1999
will be  significantly  less than the full year 1998  results.  See "Outlook and
Forward-Looking  Statements"  for  further  information  about  how the  current
business  environment  is  expected  to impact the  Company's  future  financial
results.

RESULTS OF OPERATIONS

The Company's results for the third quarter of 1998 decreased significantly from
the prior year third  quarter as the  deterioration  in the  worldwide  offshore
drilling markets  adversely  impacted the Company's  results.  Compared with the
third quarter of 1997,  revenues for the third quarter of 1998  decreased by 19%
to $179.8 million,  operating  income  decreased by 34% to $74.6 million and net
income decreased by 13% to $59.0 million.

Conversely,  the  Company's  year to date  results  for the  nine  months  ended
September 30, 1998, showed marked  improvement over the prior year period as the
Company's  first  two  quarters  of 1998 were its best  ever and  reflected  the
carryover  of the strong  market  conditions  experienced  in the latter part of
1997. For the nine months ended September 30, 1998, revenues increased by 14% to
$660.2  million,  operating  income  increased by 28% to $340.0  million and net
income increased by 45% to $226.8 million.



                                       11
<PAGE>



The following analysis  highlights the Company's operating results for the three
and nine months ended September 30, 1998 and 1997 (in millions):

                                          Three Months Ended  Nine Months Ended
                                             September 30,      September 30,
                                          ------------------  -----------------
Operating Results                          1998      1997      1998       1997  
- -----------------                         ------    ------    ------    ------- 
    Revenues                              $179.8    $223.3    $660.2    $580.3
    Operating margin(1)                     99.3     142.9     412.4     352.7
    Operating income                        74.6     112.4     340.0     265.3
    Other income (expense)                   7.8      (3.7)       .1     (11.5)
    Provision for income taxes              22.3      40.4     110.4      95.2
    Minority interest                        1.1        .5       2.9       2.3
    Net income                              59.0      67.8     226.8     156.3

Revenues
- --------
    Contract drilling
       Jackup rigs:
          North America                   $ 68.3    $100.7    $277.9    $255.3
          Europe                            51.2      48.4     168.8     120.1
          Asia Pacific                      15.1      22.8      60.0      53.9
                                          ------    ------    ------    ------
              Total jackup rigs            134.6     171.9     506.7     429.3
       Barge rigs - South America           16.0      22.1      59.4      63.2
       Platform rigs                        11.1       5.5      27.5      20.3
                                          ------    ------    ------    ------
              Total contract drilling      161.7     199.5     593.6     512.8
                                          ------    ------    ------    ------

    Marine transportation
       AHTS(2)                               5.4       5.6      14.5      15.7
       Supply                               10.9      15.3      44.5      43.6
       Mini-Supply                           1.8       2.9       7.6       8.2
                                          ------    ------    ------    ------
              Total marine transportation   18.1      23.8      66.6      67.5
                                          ------    ------    ------    ------
                 Total                    $179.8    $223.3    $660.2    $580.3
                                          ======    ======    ======    ======

Operating Margin(1)
- ------------------- 
    Contract drilling
       Jackup rigs:
          North America                   $ 37.9    $ 70.5    $182.5    $168.9
          Europe                            35.2      34.0     122.2      78.9
          Asia Pacific                       6.5      11.5      31.5      22.2
                                          ------    ------    ------    ------
              Total jackup rigs             79.6     116.0     336.2     270.0
       Barge rigs - South America            8.0      11.5      30.3      36.6
       Platform rigs                         4.7       1.7      11.2       5.7
       Other                                 (.6)        -       (.6)        -
                                          ------    ------    ------    ------
              Total contract drilling       91.7     129.2     377.1     312.3
                                          ------    ------    ------    ------

    Marine transportation
       AHTS(2)                               2.8       3.0       7.4       8.6
       Supply                                4.2       9.0      24.4      27.2
       Mini-Supply                            .6       1.7       3.5       4.6
                                          ------    ------    ------    ------
              Total marine transportation    7.6      13.7      35.3      40.4
                                          ------    ------    ------    ------
                 Total                    $ 99.3    $142.9    $412.4    $352.7
                                          ======    ======    ======    ======

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



                                       12
<PAGE>




The following is an analysis of certain operating information of the Company for
the three and nine months ended September 30, 1998 and 1997:

                                      Three Months Ended     Nine Months Ended
                                         September 30,          September 30,
                                        1998       1997        1998       1997
                                      --------   --------    --------   -------
Contract Drilling
- ----------------- 
    Utilization:                    
        Jackup rigs:
             North America                 88%        97%         93%        96%
             Europe                        89%       100%         96%       100%
             Asia Pacific                  43%        86%         60%        76%
                                      --------   --------    --------   --------
                 Total jackup rigs         80%        95%         87%        93%
        Barge rigs - South America        100%       100%        100%       100%
        Platform rigs                      90%        56%         87%        60%
                                      --------   --------    --------   --------
                    Total                  85%        91%         90%        90%
                                      ========   ========    ========   ========

    Average day rates:
        Jackup rigs:
             North America            $ 38,261    $ 51,005   $ 49,621   $ 44,194
             Europe                     98,675      87,789    100,679     73,737
             Asia Pacific               54,391      40,915     51,542     37,658
                                      --------    --------   --------   --------
                 Total jackup rigs      51,594      55,800     59,578     48,644
         Barge rigs - South America     19,346      24,061     22,368     23,149
         Platform rigs                  27,032      20,954     24,902     18,394
                                      --------    --------   ---------  --------
                     Total            $ 42,014    $ 47,224   $ 48,571   $ 40,709
                                      ========    ========   ========   ========

Marine Transportation
- ---------------------
    Utilization:
        AHTS(1)                            73%         86%        66%        82%
        Supply                             82%         87%        87%        91%
        Mini-supply                        61%         95%        81%        97%
                                      --------    --------   --------   --------
            Total                          76%         88%        83%        91%
                                      ========    ========   ========   ========

    Average day rates:
        AHTS(1)                       $ 16,251    $ 14,098   $ 16,095   $ 12,305
        Supply                           6,040       8,019      7,830      7,502
        Mini-supply                      3,978       4,101      4,294      3,879
                                      --------    --------   --------   --------
             Total                    $  7,004    $  7,905   $  7,974   $  7,336
                                      ========    ========   ========   ========


(1) Anchor handling tug supply vessels.

Discussions relative to each of the Company's operating segments and significant
changes in operating  results for the three and nine months ended  September 30,
1998 compared with the results of the  corresponding  prior year periods are set
forth  below.  See  "Business  Environment"  and  "Outlook  and  Forward-Looking
Statements"  for  additional   information  about  the  Company's   expectations
regarding future operations, day rates and utilization.


                                       13
<PAGE>




Contract Drilling

The  following  is an  analysis  of the  Company's  offshore  drilling  rigs  at
September 30, 1998 and 1997:

                                         Number of Rigs 
                                         -------------- 
                                         1998      1997
                                         ----      ----
          Jackup rigs:
            North America                 22        22
            Europe                         7(1)      6
            Asia Pacific                   7         7
                                        ----      ----
              Total jackup rigs           36        35
          Barge rigs - South America      10(2)     10
          Platform rigs                    8(3)      8(3)
                                        ----      ----
              Total                       54        53
                                        ====      ====

          (1) The  Company  acquired a jackup  drilling  rig,  the ENSCO 100, in
              December 1997.
          (2) Includes the four barge drilling rigs subsequently sold on October
              27, 1998.
          (3) 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.

Revenues for the Company's  contract drilling segment decreased by 19% to $161.7
million in the third quarter of 1998,  compared with $199.5 million in the third
quarter of 1997. This decrease in revenues is primarily due to an 11% decline in
average day rates for the Company's drilling rigs and a reduction in utilization
to 85% in the current year quarter from 91% in the prior year  quarter.  For the
nine months ended September 30, 1998, revenues for the contract drilling segment
increased by 16% to $593.6  million,  compared with $512.8  million for the same
period in 1997.  This increase in revenues is primarily due to a 19% improvement
in  average  day  rates,  offset in part by a decrease  in  utilization  for the
Company's jackup rigs.

Operating  margin as a percentage of revenues for the contract  drilling segment
decreased to 57% in the third  quarter of 1998,  compared  with 65% in the third
quarter of 1997, primarily reflecting the significant decrease in revenues.  For
the nine months ended  September 30, 1998,  operating  margin as a percentage of
revenues  increased  to  64%,  compared  with  61% in  the  prior  year  period,
reflecting the improved results of the first two quarters of 1998 over the prior
year period.

     North America Jackup Rigs

For the third quarter of 1998,  revenues for the Company's  North America jackup
rigs  decreased by $32.4  million or 32% and the operating  margin  decreased by
$32.6  million or 46% from the prior year  quarter.  The decrease in revenues is
primarily  due  to a  25%  decline  in  average  day  rates  and a  decrease  in
utilization  to 88% in the  current  year  quarter  from 97% in the  prior  year
quarter.  The decrease in utilization  is due to additional  idle time resulting
from less demand for the Company's drilling rigs.

                                       14
<PAGE>

For the nine months ended  September 30, 1998,  revenues for the Company's North
America  jackup rigs  increased by $22.6 million or 9% and the operating  margin
increased  by $13.6  million or 8% from the prior year  period.  The increase in
revenues is primarily due to a 12%  improvement in average day rates,  offset in
part by a slight  decrease in utilization to 93% in the current year period from
96% in the prior year period.  Operating  expenses  increased by $9.0 million or
10% from the prior year  period  primarily  due to  increased  personnel  costs,
operating supplies and repairs and replacements.

     Europe Jackup Rigs

Third quarter  revenues for the Europe jackup rigs  increased by $2.8 million or
6% and the operating  margin increased by $1.2 million or 4% from the prior year
quarter.  The  increase in revenues is  primarily  due to a 12%  improvement  in
average  day rates,  offset in part by a decrease in  utilization  to 89% in the
current  year  quarter  from 100% in the prior year  quarter.  The  decrease  in
utilization  is due to  shipyard  downtime  for one rig in the third  quarter of
1998.  Also, the acquisition of the ENSCO 100 in December 1997  contributed $3.7
million  in  revenues  and $3.3  million in  operating  margin to the 1998 third
quarter results.  Operating  expenses  increased by $1.6 million or 11% from the
prior year quarter  primarily  due to increased  personnel  costs and  operating
costs for the ENSCO 100.

For the nine months ended  September  30, 1998,  revenues for the Europe  jackup
rigs  increased by $48.7  million or 41% and the operating  margin  increased by
$43.3  million  or 55% from the prior  year  period.  Average  day rates for the
current  year  period  increased  by 37% from the prior year  while  utilization
decreased  to 96% in the current year period from 100% in the prior year period,
due to shipyard downtime for one rig in the third quarter of 1998. The ENSCO 100
contributed  $10.9  million in revenues and $9.9 million in operating  margin to
the results of the current year  period.  Operating  expenses  increased by $5.4
million or 13% from the prior year period  primarily due to increased  personnel
costs, operating supplies, repairs and replacements  and operating costs for the
ENSCO 100.

     Asia Pacific Jackup Rigs

Third  quarter  revenues  for the Asia  Pacific  jackup rigs  decreased  by $7.7
million or 34% and the  operating  margin  decreased by $5.0 million or 43% from
the prior year quarter.  The decrease in revenues is due primarily to a decrease
in  utilization  to 43% in the current  year  quarter from 86% in the prior year
quarter,  offset in part by a 33% increase in average day rates. The decrease in
utilization is due primarily to increased  shipyard downtime  resulting from two
rigs undergoing modifications and enhancements during the third quarter of 1998.
Additionally,  two rigs  came off  contract  in June  1998 and were idle for the
entire third quarter.  Operating  expenses decreased by $2.7 million or 24% from
the prior year period due  primarily to  decreased  utilization  resulting  from
shipyard downtime and idle rigs.

                                       15
<PAGE>

For the nine months  ended  September  30,  1998,  revenues for the Asia Pacific
jackup rigs increased by $6.1 million or 11% and the operating  margin increased
by $9.3  million or 42% from the prior year  period.  Average  day rates for the
nine  months  ended  September  30,  1998  increased  by 37%  while  utilization
decreased  to 60% in the current  year period from 76% in the prior year period,
primarily resulting from shipyard downtime and additional idle time in the third
quarter of 1998.  Operating  expenses  decreased by $3.2 million or 10% from the
prior year period due  primarily  to decreased  utilization  in the current year
period.

     South America Barge Rigs

Third  quarter  revenues  for the South  America  barge rigs  decreased  by $6.1
million or 28% and the  operating  margin  decreased by $3.5 million or 30% from
the  prior  year  quarter.   The  decrease  in  revenues  and  operating  margin
quarter-over-quarter  is due primarily to the expiration of the initial contract
periods on two of the barge rigs in March and April 1998 and two more barge rigs
in June 1998.

For the nine months ended September 30, 1998, revenues decreased by $3.8 million
or 6% and the operating  margin  decreased by $6.3 million or 17% from the prior
year period.  The decrease in revenues for the current year nine month period is
attributable  to the  expiration of the four barge  drilling  rigs  contracts as
discussed  above,   offset  in  part  by  increased   revenues   resulting  from
inflationary  day rate  increases.  Historically,  the  Company has been able to
recover inflationary cost increases through day rate adjustments as provided for
under the charter agreement with Petroleos de Venezuela,  S.A. ("PDVSA").  Also,
in the first quarter of 1997, the Company collected  additional revenues related
to catch-up adjustments of prior inflationary cost increases.

On October 27,  1998,  the Company  sold to PDVSA the four barge  drilling  rigs
whose  contracts had expired in 1998 for cash proceeds of $49.4  million.  PDVSA
purchased  the rigs pursuant to a purchase  option  provided for in the original
charter agreement.  The Company and PDVSA are in dispute  concerning  additional
consideration  the  Company  believes  it  is  entitled  to  under  the  charter
agreement, for reimbursement of taxes, liabilities and costs related to the sale
and operation of the barge  drilling  rigs. The parties have yet to agree on the
amount and method of calculating such additional payment. In connection with the
sale,  the Company and PDVSA have agreed to reserve their rights for  resolution
of these contractual disputes. Based on cash proceeds received from the sale, an
insignificant  gain will be recorded on the transaction  after considering taxes
and  payment  to ENSCO's  minority  interest  holder.  Any  additional  proceeds
collected in future periods will be recognized into income when received.

The  Company's   remaining  six  barge  rigs  in Venezuela  continue to work for
PDVSA under their charter  contracts  that all expire in  mid-to-late  1999. The
contracts  with PDVSA  afford  PDVSA the option to  purchase  each of these rigs
during  or at the end of the  contracts.  The  Company  is  currently  uncertain
whether or not PDVSA will exercise its purchase option on these rigs.

                                       16
<PAGE>


Marine Transportation

The following is an analysis of the Company's marine  transportation  vessels as
of September 30, 1998 and 1997:

                                Number of Vessels
                                1998         1997 
                                ----         ---- 

        AHTS                       4*           5
        Supply                    24           24
        Mini-Supply                8            8
                                ----         ----
              Total               36           37
                                ====         ====

        * One of the Company's  anchor handling tug supply  vessels,  the Kodiak
          II, sank in September 1998.

For the third quarter of 1998, revenues for the Company's marine  transportation
segment  decreased by $5.7 million or 24% and the operating  margin decreased by
$6.1 million or 45% from the prior year quarter.  Third quarter revenues reflect
a decrease in  utilization  to 76% in the current  year  quarter from 88% in the
prior year quarter,  an average day rate decrease of approximately  11% from the
prior  year  quarter  and lost  revenues  from the Kodiak II which sank in early
September 1998. The decrease in utilization is primarily due to idle time in the
third  quarter  of 1998  resulting  from soft  market  conditions  which  caused
decreased  demand  for  the  Company's  vessels.  Operating  expenses  increased
approximately $.5 million from the prior year quarter due primarily to increased
drydocking expense and increased personnel costs.

For the nine months ended September 30, 1998,  revenues decreased $.9 million or
1% and the operating margin decreased by $5.1 million or 13% from the prior year
period.  Operating expenses increased  approximately $4.1 million from the prior
year  period  due  primarily  to  increased  drydocking  expense  and  increased
personnel costs.

Depreciation and Amortization

For the third quarter and nine months ended September 30, 1998, depreciation and
amortization  expense  decreased by $6.1 million or 23% and by $16.1  million or
21%,  respectively,  compared  with the same  periods in the prior  year.  These
decreases  are  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 an  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 and nine months ended  September 30,
1998 was to reduce  depreciation  expense by $9.7  million or $.07 per basic and
diluted  share  and by  $29.8  million  or $.21 per  basic  and  diluted  share,
respectively.


                                       17
<PAGE>

Other Income (Expense)

Other income (expense) for the third quarter and nine months ended September 30,
1998 and 1997 was as follows (in millions):

                                   Three Months Ended        Nine Months Ended
                                     September 30,             September 30,
                                   ------------------        ------------------
                                    1998        1997          1998        1997
                                   ------      ------        ------      ------

      Interest income              $  4.0      $  1.4        $ 10.5      $  4.1
      Interest expense, net          (6.2)       (5.0)        (20.4)      (15.6)
      Other, net                     10.0         (.1)         10.0           -
                                   ------      ------        ------      ------
                                   $  7.8      $ (3.7)       $   .1      $(11.5)
                                   ======      ======        ======      ======

The Company's  interest  income  increased for the third quarter and nine months
ended September 30, 1998 over the comparable prior year periods primarily due to
higher average cash balances in the current year.

Interest expense increased for the third quarter and nine months ended September
30,  1998 over the  comparable  prior year  periods due to higher  average  debt
balances primarily resulting from the Company's issuance of $300 million of debt
in November 1997.

"Other,  net" for the third  quarter and nine months  ended  September  30, 1998
includes a  non-recurring  gain of $10.0 million ($6.5 million or $.05 per basic
and diluted share net of tax) resulting from the sinking of one of the Company's
large anchor handling tug supply vessels,  the Kodiak II, in September 1998. The
gain represents the insurance  proceeds to be received in excess of the net book
value of the vessel. See Note 3 - Gain on Vessel.

Provision for Income Taxes

The  Company's  effective tax rate for the third quarter of 1998 was 27% and for
the nine months ended September 30, 1998 was 32%, compared with 37% for the same
prior year  periods.  The decrease in the effective tax rate in the current year
periods  is due  primarily  to  recognition  in the third  quarter  of 1998 of a
favorable  settlement  of a foreign tax matter and an  adjustment  of prior year
accruals.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flow and Capital Expenditures

The Company's cash flow from  operations and capital  expenditures  for the nine
months ended September 30, 1998 and 1997 were as follows (in millions):

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

      Cash flow from operations                    $387.9          $232.0
                                                   ======          ======
      Capital expenditures
           Sustaining                                34.3            22.7
           Enhancements                             136.2            96.2
           Acquisitions or new construction          83.3            21.7
                                                   ------          ------
                                                   $253.8          $140.6
                                                  =======          ======

                                       18
<PAGE>

Cash flow from operations  increased by $155.9 million for the nine months ended
September  30, 1998 as compared to the prior year  period.  The increase in cash
flow from operations is primarily a result of increased operating margins in the
first  nine  months  of 1998  and the net  change  in  various  working  capital
accounts.

Management  anticipates that capital expenditures for the full year 1998 will be
approximately  $325  million,  represented  by  approximately  $45  million  for
sustaining  operations,  $150 million for  enhancements and $130 million for new
construction projects. The Company may spend additional funds to acquire rigs or
vessels in 1998,  depending on market conditions and opportunities.  The Company
is currently constructing three barge rigs as well as a harsh-environment jackup
rig. In May 1998, the Company was awarded a contract by Burlington Resources for
a deep water semisubmersible  drilling rig. ENSCO has contracted with a shipyard
to  build  this  semisubmersible  drilling  rig  which  will  have  water  depth
capabilities up to 7,500 feet. ENSCO expects to complete construction of the rig
in approximately two years. The primary term of the contract is for three years,
during which time the Company  anticipates  that revenues could be approximately
$187 million.

Financing and Capital Resources

The  Company's  long-term  debt,  total  capital  and debt to capital  ratios at
September  30, 1998 and December  31, 1997 are  summarized  below (in  millions,
except percentages):

                                       September 30,     December 31,
                                           1998              1997
                                       -------------     ------------    

     Long-term debt                       $  382.0         $  400.8
     Total capital                         1,607.9          1,477.5
     Long-term debt to total capital           24%              27%

The decrease in long-term debt is due primarily to debt  repayments in the first
nine months of 1998. The total capital of the Company increased due primarily to
the  profitability  of the Company for the first nine months of 1998,  offset in
part by debt repayments, stock repurchases and cash dividends.

In May 1998, the Company's Board of Directors authorized the repurchase of up to
5.0 million shares of the Company's  common stock to offset the dilutive  effect
of shares issued under the Company's stock  compensation plans and to capitalize
on the  decrease  in the  market  price of the  Company's  common  stock.  As of
September  30,  1998,  the  Company  had  repurchased  all  5.0  million  shares
authorized at a cost of approximately $69.6 million.

In May 1998, the Company entered into a $185 million unsecured  revolving credit
agreement  (the  "Credit  Agreement")  with a  syndicate  of banks.  Interest on
amounts  borrowed  under  the  Credit  Agreement  are  based  on  LIBOR  plus an
applicable margin rate (currently .4%) depending on the Company's credit rating.
The Company also pays a commitment fee (currently .15% per annum) on the undrawn
portion of the  available  credit  line,  which is also  based on the  Company's
credit rating.  The Company is required to maintain certain financial  covenants
under the Credit  Agreement  which include the Company meeting a specified level
of interest coverage,  assets to indebtedness,  leverage ratio, and tangible net
worth.  As of September  30, 1998,  the Company had $185 million  available  for
borrowings under the Credit Agreement. The Credit Agreement matures in May 2003.

                                       19
<PAGE>

The Company's  liquidity position at September 30, 1998 and December 31, 1997 is
summarized in the table below (in millions, except ratios):

                                    September 30,     December 31,
                                        1998              1997
                                    -------------     ------------     

      Cash and cash equivalents        $293.6            $262.2
      Working capital                   332.7             316.2
      Current ratio                       2.9               3.4

Management believes that cash flow from operations, the Credit Agreement and the
Company's  working  capital should be sufficient to fund the Company's short and
long-term liquidity needs.

MARKET RISKS

The Company uses financial instruments to hedge its known liabilities in foreign
currencies  and certain  projected  foreign  currency  payments to mitigate  its
exposure to changes in those foreign currencies. The Company does not enter into
financial  instruments  for  speculative or trading  purposes.  At September 30,
1998, the Company had various foreign currency exchange contracts outstanding to
exchange U.S. Dollars for Dutch Guilders,  British Pounds Sterling and Singapore
Dollars  totaling  $52.0 million  combined.  At September 30, 1998 there were no
material unrealized gains or losses on open foreign currency exchange derivative
hedges.  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.

YEAR 2000 UPDATE

The  Company  has  completed   its  assessment  of  its   critical   information
technology  (IT) systems and non-IT  systems and has  developed  and initiated a
plan to address deficiencies.  The  Company  believes  that it is on schedule to
successfully  implement  the  required  systems  and   equipment   modifications
necessary to  make  the  Company's  critical  systems  Year  2000  compliant  by
mid-1999.

The Company's  critical IT systems are comprised  primarily of a general  ledger
accounting  software  package and  related  application  modules,  a fixed asset
system,  payroll system and requisition  system. The assessment of the Company's
IT  systems  found  that some of the IT  systems  were not Year 2000  compliant.
Changes to make these systems Year 2000  compliant are being made in conjunction
with the Company's planned upgrade cycle, which should be completed by mid-1999.

                                       20
<PAGE>

Non-IT  systems are  comprised  primarily of computer  controlled  equipment and
electronic devices,  including equipment with embedded microprocessors which are
used to operate  equipment on the Company's  drilling  rigs and marine  vessels.
Additionally,  telephone systems and other office based electronic equipment are
considered in the assessment of non-IT systems. With respect to drilling rig and
marine vessel based systems,  the Company's assessment indicates that there will
be no disruption in the  operations of its drilling rigs and marine vessels as a
result of the Year 2000  problem.  The Company  plans to conduct  testing of its
drilling rig based equipment with manufacture  representatives during the fourth
quarter of 1998 to verify the current  assessment.  With respect to other office
based non-IT systems,  the Company's  assessment found that it will be necessary
to replace or modify some  existing  equipment,  which  should be  completed  by
mid-1999.

The  total  cost to make all  systems  and  equipment  Year  2000  compliant  is
currently  estimated  at  $250,000,  exclusive  of software and systems that are
being  upgraded in the normal  business  cycle.  Approximately  $50,000 has been
spent in modifying and upgrading systems and equipment to date.

The   Company   has   initiated   and/or   received   communication   from  most
significant  suppliers,  customers and financial  service  providers on the Year
2000 issue.  This  communication  has been used to determine the extent to which
the Company is  vulnerable to these third  parties'  failure to remedy their own
Year 2000 issues.  Although there is currently no indication that these business
partners  will not achieve  their Year 2000  compliance  plans,  there can be no
guarantee  that the systems of other  companies on which the Company relies will
be timely  converted.  Additionally,  there can be no guarantee that the Company
will not experience Year 2000 problems. If the Company or its business  partners
experience Year 2000 compliance problems, material adverse business consequences
could result.  The Company  believes that the most likely negative  effects,  if
any,  could include delays in payments to the Company from customers or payments
by the Company to suppliers  and  disruptions  in  shipments  of  equipment  and
materials required to operate the Company's  drilling  rigs  and marine vessels.

Based on the Company's current assessment of its IT systems,  non-IT systems and
business  partners,  the Company has not, to date,  developed a contingency plan
for Year 2000  issues.  The Company  will  continue  to monitor its  decision on
contingency  planning  and  such a plan  will  be  developed  if and  when it is
considered prudent to do so.

OUTLOOK AND FORWARD-LOOKING STATEMENTS

With oil prices remaining at very depressed levels,  management anticipates that
the Company will  experience  further  decreases in day rates and utilization in
the near-term.  As day rates and utilization continue to decrease, the Company's
financial  results will be adversely  affected.  Due to the short-term nature of
many of the Company's contracts and the unpredictable  nature of oil and natural
gas prices,  which affect the demand for drilling  activity,  the extent of such
adverse  change  cannot be  accurately  predicted.  The  duration of this market
downturn  depends on many  factors  that also  cannot be  accurately  predicted;
however,  management  remains positive on the long-term outlook for the industry
and for ENSCO.

                                       21
<PAGE>

The declines  experienced in the offshore drilling markets have had the greatest
impact on the demand  for the  Company's  jackup  rigs in the Gulf of Mexico and
Southeast  Asia.  The Company  expects that its Gulf of Mexico  jackup rigs will
experience  occasional downtime in the fourth quarter of 1998 as the majority of
these rigs are on  short-term  contracts  and will be competing  for  additional
work. In the Asia Pacific region, the Company  anticipates that two rigs will be
idle for the entire fourth quarter and two other rigs will  experience some idle
time. In Europe,  the Company  anticipates that one rig will be idle during part
of the fourth  quarter of 1998. In South  America,  the Company's  remaining six
barge  rigs are under  contract  to PDVSA  into  mid-to-late  1999.  The  market
downturn is also affecting the Company's marine  transportation  segment, and it
is  anticipated  that several of the Company's  vessels will be idle for periods
during the fourth quarter of 1998.

In May 1998,  the Company was awarded a contract by  Burlington  Resources for a
deep water semisubmersible drilling rig. ENSCO has contracted with a shipyard to
build this semisubmersible drilling rig which will have water depth capabilities
up to  7,500  feet.  ENSCO  expects  to  complete  construction  of  the  rig in
approximately  two years.  The primary  term of the contract is for three years,
during which time the Company  anticipates  that revenues could be approximately
$187 million.

Progress on the construction of the Company's three barge rigs for Venezuela and
a  harsh-environment  jackup rig are  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 decided not to exercise
its option to build a second  jackup rig at the present time but has arranged to
extend the option availability. The Company currently estimates that its capital
spending  for new  construction  projects  in 1999  will be  approximately  $240
million.

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," "management expects," "the Company believes," "the
Company  anticipates," "the  Company  expects"  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.

                                       22
<PAGE>

NEW ACCOUNTING PRONOUNCEMENTS

In June 1998,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial Accounting  Standards No. 133, "Accounting for Derivative  Instruments
and Hedging Activities." This statement requires companies to record derivatives
on the balance sheet as assets and  liabilities,  measured at fair value.  Gains
and losses  resulting from changes in the values of those  derivatives  would be
accounted  for depending on the use of the  derivative  and whether it qualifies
for hedge  accounting.  This statement is not expected to have a material impact
on the Company's consolidated financial statements.  This statement is effective
for  fiscal  years  beginning  after  June  15,  1999,  with  earlier   adoption
encouraged.  ENSCO will adopt this accounting standard as required by January 1,
2000.






                                       23
<PAGE>




                           PART II - OTHER INFORMATION


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATON

Stockholder Proposals

The Company's 1999 Annual Meeting of Stockholders  ("1999 Annual  Meeting") will
be held on Tuesday, May 18, 1999.  Proposals of the stockholders  intended to be
presented at the 1999 Annual Meeting  pursuant to Rule 14a-8  promulgated  under
the Securities Exchange Act of 1934, as amended,  for inclusion in the Company's
proxy materials must be received by the Company no later than November 26, 1998.
If  a  proponent  fails  to  timely  notify  the  Company  of a  non-Rule  14a-8
stockholder  proposal that it intends to submit at the 1999 Annual Meeting,  the
proxy solicited by the Board of Directors with respect to such meeting may grant
discretionary  authority  to the proxies  named  therein to vote with respect to
such matter. To be timely, a stockholder's notice must be delivered to or mailed
and received by the secretary of the Company,  at the principal executive office
of the Company,  not less than fifty (50) days nor more than  seventy-five  (75)
days prior to the 1999 Annual Meeting, subject to any other requirements of law.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        (a)    Exhibits Filed with this Report

                      Exhibit No.

                      15.1  Letter   regarding   unaudited   interim   financial
                            information.

                      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

                      None




                                       24
<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:  November 4, 1998            /s/ C. Christopher Gaut
       ----------------           ----------------------------------- 
                                   C. Christopher Gaut
                                   Chief Financial Officer


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



                                       25



                                                             




November 2, 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  November 2, 1998  (issued  pursuant to the  provisions  of  Statement  on
Auditing Standard 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.  333-58625,
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/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP


<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
This  schedule  contains  summary  financial  information  extracted  from  the
September 30,  1998  financial  statements  and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<CIK>                         0000314808
<NAME>                        ENSCO INTERNATIONAL INCORPORATED
<MULTIPLIER>                                   1,000
       
<S>                             <C>
<PERIOD-TYPE>                                       9-Mos
<FISCAL-YEAR-END>                             DEC-31-1998
<PERIOD-END>                                  SEP-30-1998

<CASH>                                         293,600
<SECURITIES>                                         0
<RECEIVABLES>                                  149,100
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               510,900
<PP&E>                                       1,727,600
<DEPRECIATION>                                 389,200
<TOTAL-ASSETS>                               1,990,300
<CURRENT-LIABILITIES>                          178,200
<BONDS>                                        382,000
                                0
                                          0
<COMMON>                                        15,600
<OTHER-SE>                                   1,210,300
<TOTAL-LIABILITY-AND-EQUITY>                 1,990,300
<SALES>                                              0
<TOTAL-REVENUES>                               660,200
<CGS>                                                0
<TOTAL-COSTS>                                  247,800
<OTHER-EXPENSES>                                72,400
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              20,400
<INCOME-PRETAX>                                340,100
<INCOME-TAX>                                   110,400
<INCOME-CONTINUING>                            226,800
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   226,800
<EPS-PRIMARY>                                     1.61
<EPS-DILUTED>                                     1.60
        


</TABLE>


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