UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
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)
October 10, 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 8 Pages<PAGE>
SCHEDULE 13D
CUSIP No. 18682C100 Page 2 of 8 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 of 825,000
Shares
Beneficially 8 Shared Voting Power
Owned By -0-
Each
Reporting 9 Sole Dispositive Power
Person 825,000
With
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
825,000
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares*
13 Percent of Class Represented By Amount in Row (11)
11.14%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
SCHEDULE 13D
CUSIP No. 18682C100 Page 3 of 8 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 of 825,000
Shares
Beneficially 8 Shared Voting Power
Owned By -0-
Each
Reporting 9 Sole Dispositive Power
Person 825,000
With
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each Reporting
Person
825,000
12 Check Box If the Aggregate Amount in Row (11) Excludes
Certain Shares*
13 Percent of Class Represented By Amount in Row (11)
11.14%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
This Amendment No. 1 to the statement on Schedule 13D
filed on behalf of Appaloosa Management L.P. (the "Manager")
and David A. Tepper ("Tepper" and together with the Manager,
collectively, the "Reporting Persons") on May 8, 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 3. Source and Amount of Funds or Other Consideration
Of the additional 289,300 Shares acquired by the
Reporting Persons since the filing of the Schedule 13D, on May
8, 1996, 157,006 Shares were purchased with the personal funds
of the Partnership, 89,881 Shares were purchased with the
working capital of Palomino and 42,413 Shares were purchased
with the working capital of Reliance.
Item 5. Interest in Securities of the Issuer
Since the filing of the Schedule 13D, on August 26,
1996, the Accounts purchased, in the aggregate, 289,300 Shares
in the open market. As a result of these purchases and as of
October 11, 1996, 523,817 Shares are held by the Partnership,
128,981 Shares are held by Reliance and 172,202 Shares are
held by Palomino.
(a) This statement on Schedule 13D relates to 825,000 Shares
beneficially owned by the Reporting Persons, which
constitute approximately 11.14% of the issued and
outstanding Shares.
(b) The Manager has sole voting and dispositive power with
respect to 825,000 Shares. Mr. Tepper has sole voting
and dispositive power with respect to 825,000 Shares.
(c) Within the past sixty days, the Reporting Persons
purchased and 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
purchases and 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 Within Past 60 Days.
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: October 14, 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
Exhibit Exhibit Name Page
A Transactions in Shares Within Past 60 Days 7
<PAGE>
EXHIBIT A
Transactions in Shares of the Company
Within the Past Sixty Days
Transactions by Appaloosa Investment Limited Partnership I
Trade Date
Purchase/
Sale
No. of Shares
Purchased/Sold
Price
Per Share
9-11-96
P
3,175
30.05
9-11-96
P
1,270
29.00
9-23-96
S
3,430
35.72
9-25-96
P
200
34.17
10-2-96
P
2,100
34.17
10-10-96
P
95,220
34.12
Transactions by Palomino Fund Ltd.
Trade
Date
Purchase/
Sale
No. of Shares
Purchased/Sold
Price
Per Share
9-11-96
P
1,045
30.05
9-11-96
P
420
29.00
9-23-96
S
1,125
35.72
10-2-96
P
700
34.17
10-10-96
P
31,320
34.12
Purchases by Reliance Standard Life Insurance Company
Trade Date
Purchase/
Sale
No of Shares
Purchased/Sold
Price
Per Share
9-11-96
P
780
30.05
9-11-96
P
310
29.00
9-23-96
S
845
35.72
10-2-96
P
500
34.17
10-10-96
P
23,460
34.12
