UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
Cliffs Drilling Company
(Name of Issuer)
Common Stock
(Title of Class of Securities)
18682C100
(CUSIP Number)
Jonathan Green, Esq.
Appaloosa Management L.P.
51 John F. Kennedy Parkway
Short Hills, New Jersey 07078
(201) 376-5400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 15, 1996
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the
subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1 (b)(3) or (4), check the
following box .
Check the following box if a fee is being paid with the
statement . . (A fee is not required only if the
reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2)
has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such
class.) (See Rule 13d-7)
Note: Six copies of this statement, including all
exhibits, should be filed with the Commission. See Rule
13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form
with respect to the subject class of securities, and for
any subsequent amendment containing information which
would alter disclosure provided in a prior cover page.
The information required on the remainder of this cover
page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
Exhibit Index: Page 6
Page 1 of 7 Pages<PAGE>
SCHEDULE 13D
CUSIP No. 18682C100 Page 2 of 7 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Appaloosa Management L.P.
2 Check the Appropriate Box If a Member of a Group*
a.
b. X
3 SEC Use Only
4 Source of Funds*
N/A
5 Check Box If Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of620,000
Shares
Beneficially 8 Shared Voting Power
Owned By-0-
Each
Reporting 9 Sole Dispositive Power
Person620,000
With
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
620,000
12 Check Box If the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented By Amount in Row (11)
10.13%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
SCHEDULE 13D
CUSIP No. 18682C100 Page 3 of 7 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
David A. Tepper
2 Check the Appropriate Box If a Member of a Group*
a.
b. X
3 SEC Use Only
4 Source of Funds*
N/A
5 Check Box If Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of620,000
Shares
Beneficially 8 Shared Voting Power
Owned By-0-
Each
Reporting 9 Sole Dispositive Power
Person620,000
With
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
620,000
12 Check Box If the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented By Amount in Row (11)
10.13%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
This Amendment No. 2 to the statement on
Schedule 13D filed on behalf of Appaloosa
Management L.P. (the "Manager") and David A. Tepper
("Mr. Tepper" and together with the Manager,
collectively, the "Reporting Persons") on May 8,
1996, as amended by Amendment No. 1 filed on
October 15, 1996 (the "Schedule 13D"), relates to
the common stock of Cliffs Drilling Company (the
"Company"). Capitalized terms used but not
otherwise defined herein shall have the meanings
ascribed to such terms in the Schedule 13D. The
Schedule 13D is hereby amended and supplemented as
follows:
Item 5.Interest in Securities of the Issuer
Since the filing of the Schedule 13D, on
August 26, 1996, the Accounts sold, in the
aggregate, 205,000 Shares in the open market. As a
result of these sales and as of November 21, 1996,
367,519 Shares are held by the Partnership, 96,961
Shares are held by Reliance and 155,520 Shares are
held by Palomino.
(a) This statement on Schedule 13D relates to
620,000 Shares beneficially owned by the
Reporting Persons, which constitute
approximately 10.13% of the issued and
outstanding Shares.
(b) The Manager has sole voting and dispositive
power with respect to 620,000 Shares. Mr.
Tepper has sole voting and dispositive power
with respect to 620,000 Shares.
(c) Since the filing of Amendment No. 1 to the
Schedule 13D, the Reporting Persons sold
Shares on the dates, in the amounts and at the
prices set forth on Exhibit A annexed hereto
and incorporated by reference herein. All of
such sales were made on the open market.
(d) Not applicable.
(e)Not applicable.
<PAGE>
Item 7.Material to Be Filed as Exhibits
Exhibit A:Transactions in Shares Since
Most Recent Filing of Schedule 13D.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the
information set forth in this statement is true,
complete and correct.
Dated: November 21, 1996
Appaloosa Management L.P.
By:Appaloosa Partners
Inc.,
Its General Partner
By:/s/ David A. Tepper
David A. Tepper
President
David A. Tepper
/s/ David A. Tepper
<PAGE>
EXHIBIT INDEX
ExhibitExhibit Name
Page
ATransactions in Shares Since Most
7
Recent Filing of Schedule 13D
<PAGE>
EXHIBIT A
Transactions in Shares of the Company
Since Most Recent Filing of Schedule 13D
Transactions by the Partnership
Purchase / Trade No. of Shares Price
per
Sale Date Purchased / Sold Share
S 11-06-968,620 40.03
9
S 11-07-9614,865 40.37
5
S 11-14-966,000 45.00
0
S 11-14-966,000 45.25
0
S 11-14-963,000 46.57
5
S 11-15-966,000 49.00
0
S 11-18-9643,350 48.87
5
S11-19-9635,225 50.22
2
Transactions by Palomino
Purchase / Trade No. of Shares Price
per
Sale Date Purchased / Sold Share
S 11-06-963,610 40.03
9
S 11-07-966,220 40.375
S11-14-962,440 45.000
S11-14-962,440 45.250
S11-14-961,200 46.575
S11-15-962,440 49.000
S11-18-9617,420 48.875
Transactions by Reliance
Purchase / Trade No. of Shares Price
per
Sale Date Purchased / Sold Share
S 11-06-962,270 40.039
S11-07-963,915 40.375
S11-14-961,560 45.000
S11-14-961,560 45.250
S11-14-96800 46.575
S11-15-961,560 49.000
S11-18-9611,230 48.875
S11-19-969,125 50.222
