CLIFFS DRILLING CO
10-C, 1994-03-31
DRILLING OIL & GAS WELLS
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<PAGE>   1
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                  Form 10-C


               Report by Issuer of Securities Quoted on NASDAQ
                         Interdealer Quotation System

                 Filed pursuant to Section 13 or 15(d) of the
               Securities Exchange Act of 1934 and Rule 13a-17
                             or 15d-17 thereunder

                           CLIFFS DRILLING COMPANY
               (Exact name of issuer as specified in charter)
                                      
                  300 Citicorp Center, Houston, Texas 77002
                   (Address of principal executive offices)
                                      
        Issuer's telephone number, including area code: (713) 651-9426

                  I. CHANGE IN NUMBER OF SHARES OUTSTANDING
Indicate any change (increase or decrease) of 5% or more in the number of
shares outstanding.

        1. Title of securitiy:  Common Stock, $.01 Par Value
        2. Number of shares outstanding before the change:  4,518,104
        3. Number of shares outstanding after the change:  4,268,104 
        4. Effective date of change:  3/25/94 
        5. Method of change:  Acquisition of stock for treasury 
               Specify method (such as merger, acquisition, exchange, 
               distribution, stock split, reverse split, acquisition, of stock
               for treasury, etc.)

        Give brief description of transaction:  purchased an aggregate of
250,000 shares in open market transactions between December 1, 1993 and March
25, 1994.

                         II. CHANGE IN NAME OF ISSUER

        1. Name prior to change:        
        2. Name after change:
        3. Effective date of charter amendment changing name:
        4. Date of shareholder approval of change, if required:

Date:  March 31, 1994                            CLIFFS DRILLING COMPANY
        

                                                 By: /s/ JAMES E. MITCHELL, JR.
                                                    ---------------------------
                                                    James E. Mitchell, Jr.
                                                    Secretary


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