UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5 )*
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)
April 9, 1997
(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 .
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 of268,000
Shares
Beneficially 8 Shared Voting Power
Owned By-0-
Each
Reporting 9 Sole Dispositive Power
Person268,000
With
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
268,000
12 Check Box If the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented By Amount in Row (11)
3.54%
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 of268,000
Shares
Beneficially 8 Shared Voting Power
Owned By-0-
Each
Reporting 9 Sole Dispositive Power
Person268,000
With
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
268,000
12 Check Box If the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented By Amount in Row (11)
3.54%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
This Amendment No. 5 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, Amendment No. 2 filed on November
25, 1996, Amendment 2/A filed on November 27, 1996
, Amendment No. 3 filed on January 28, 1997 and
Amendment No. 4 filed on March 12, 1997 (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 Amendment No. 4 to the
Schedule 13D, on March 12, 1997, the Accounts sold,
in the net aggregate, 141,500 Shares in the open
market. As a result of these sales and as of April
28, 1997, 157,470 Shares are held by the
Partnership, 29,940 Shares are held by Reliance and
80,590 Shares are held by Palomino.
(a) This statement on Schedule 13D relates to
268,000 Shares beneficially owned by the
Reporting Persons, which constitute
approximately 3.54% of the issued and
outstanding Shares.
(b) The Manager has sole voting and dispositive
power with respect to 268,000 Shares. Mr.
Tepper has sole voting and dispositive power
with respect to 268,000 Shares.
(c) Since the filing of Amendment No. 4 to the
Schedule 13D, 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 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: April 28, 1997
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
Price per
Shares
Sale
Date
Share
Purchased /
Sold
S
03-20-97
55.052
9,165
S
03-20-97
53.873
10,575
S
03-25-97
56.948
2,938
S
03-26-97
61.983
2,935
P
04-03-97
53.185
2,948
P
04-03-97
53.560
1,474
S
04-07-97
58.069
10,635
S
04-09-97
61.786
8,990
S
04-17-97
66.188
588
S
04-18-97
65.938
5,875
S
04-18-97
66.652
2,056
S
04-21-97
68.750
11,750
S
04-22-97
66.938
2,925
S
04-22-97
67.438
295
S
04-23-97
69.563
9,989
S
04-24-97
67.938
8,814
Transactions by
Palomino
Purchase /
Trade
Price per
Shares
Sale
Date
Share
Purchased /
Sold
S
03-20-97
55.052
4,693
S
03-20-97
53.873
5,425
S
03-25-97
56.948
1,504
S
03-26-97
61.983
1,505
P
04-03-97
53.185
1,497
P
04-03-97
53.560
748
S
04-07-97
58.069
5,445
S
04-09-97
61.786
4,600
S
04-17-97
66.188
300
S
04-18-97
65.938
3,008
S
04-18-97
66.652
1,054
S
04-21-97
68.750
6,015
S
04-22-97
66.938
1,515
S
04-22-97
67.438
150
S
04-23-97
69.563
5,111
S
04-24-97
67.938
4,511
Transactions by
Reliance
Purchase /
Trade
Price per
Shares
Sale
Date
Share
Purchased /
Sold
S
03-20-97
55.052
1,742
S
03-20-97
53.873
2,000
S
03-25-97
56.948
558
S
03-26-97
61.983
560
P
04-03-97
53.185
555
P
04-03-97
53.560
278
S
04-07-97
58.069
2,020
S
04-09-97
61.786
1,710
S
04-17-97
66.188
112
S
04-18-97
65.938
1,117
S
04-18-97
66.652
390
S
04-21-97
68.750
2,235
S
04-22-97
66.938
560
S
04-22-97
67.438
55
S
04-23-97
69.563
1,900
S
04-24-97
67.938
1,675
