UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3 )*
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)
January 13, 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 .
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 of529,327
Shares
Beneficially 8 Shared Voting Power
Owned By-0-
Each
Reporting 9 Sole Dispositive Power
Person529,327
With
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
529,327
12 Check Box If the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented By Amount in Row (11)
7.10%
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 of529,327
Shares
Beneficially 8 Shared Voting Power
Owned By-0-
Each
Reporting 9 Sole Dispositive Power
Person529,327
With
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
529,327
12 Check Box If the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented By Amount in Row (11)
7.10%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
This Amendment No. 3 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, and Amendment 2/A filed on November 27,
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 Amendment No. 2/A to the
Schedule 13D, on November 27, 1996, the Accounts
sold, in the net aggregate, 90,673 Shares in the
open market. As a result of these sales and as of
January 27, 1997, 308,453 Shares are held by the
Partnership, 60,146 Shares are held by Reliance and
160,728 Shares are held by Palomino.
(a) This statement on Schedule 13D relates to
529,327 Shares beneficially owned by the
Reporting Persons, which constitute
approximately 7.10% of the issued and
outstanding Shares.
(b) The Manager has sole voting and dispositive
power with respect to 529,327 Shares. Mr.
Tepper has sole voting and dispositive power
with respect to 529,327 Shares.
(c) Since the filing of Amendment No. 2/A 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: January 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/Sa
le
Trade Date
No. Of
Shares
Purchased /
Sold
Price
per
Share
P
12-17-96
6,020
57
P
01-02-97
2,173
60.7088
P
01-03-97
2,937
62.26
S
01-08-97
9,397
68.3360
2
S
01-09-97
5,873
70.4976
5
S
01-09-97
7,048
69.4246
9
S
01-09-97
11,746
69.8726
7
S
01-10-97
3,524
75.9474
7
S
01-10-97
2,350
75.8724
7
S
01-13-97
11,746
78.2474
P
01-23-97
2,055
66.4643
S
01-23-97
1,585
68.95
P
01-24-97
2,935
66.05
S
01-24-97
1,645
67.5482
S
01-24-97
11,740
66.7813
Transactions by Reliance
Purchase/Sa
le
Trade Date
No. Of
Shares
Purchased /
Sold
Price
per
Share
P
12-17-96
1,560
57
S
12-30-96
5,000
68.25
S
12-30-96
3,500
68.6929
P
01-02-97
416
60.7088
P
01-03-97
561
62.27
S
01-08-97
1,797
68.3360
2
S
01-09-97
1,123
70.4976
5
S
01-09-97
1,347
69.4246
8
S
01-09-97
2,246
69.8726
7
S
01-10-97
674
75.9474
6
S
01-10-97
450
75.8724
7
S
01-13-97
1,123
78.2474
P
01-23-97
380
66.4643
S
01-23-97
305
68.95
P
01-24-97
545
66.05
S
01-24-97
75
67.5481
3
S
01-24-97
230
67.5482
2
S
01-24-97
2,180
66.7813
Transactions by Palomino
Purchase/Sa
le
Trade Date
No. Of
Shares
Purchased /
Sold
Price
per
Share
P
12-17-96
2,420
57
P
01-02-97
1,111
60.7088
P
01-03-97
1,502
62.26
S
01-08-97
4,806
68.3360
2
S
01-09-97
3,004
70.4976
5
S
01-09-97
3,605
69.4246
9
S
01-09-97
6,008
69.8726
7
S
01-10-97
1,802
75.9474
7
S
01-10-97
1,200
75.8724
7
S
01-13-97
3,004
78.2474
P
01-23-97
1,065
66.4643
S
01-23-97
810
68.95
P
01-24-97
1,520
66.05
S
01-24-97
850
67.5482
S
01-24-97
6,080
66.7813
