<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________________ TO __________________
COMMISSION FILE NUMBER 33-42194
POOL COMPANY 401(k) SAVINGS PLAN
(FULL TITLE OF THE PLAN AND THE ADDRESS OF THE PLAN IF DIFFERENT
FROM THAT OF THE ISSUER NAMED BELOW)
POOL ENERGY SERVICES CO.
10375 RICHMOND AVENUE
HOUSTON, TEXAS 77042
(NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND
THE ADDRESS OF ITS PRINCIPAL EXECUTIVE OFFICES)
<PAGE> 2
POOL COMPANY 401(k) SAVINGS PLAN
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Page
<S> <C>
INDEPENDENT AUDITORS' REPORT 3
FINANCIAL STATEMENTS:
Statement of Net Assets Available for Benefits, December 31, 1995 4
Statement of Net Assets Available for Benefits, December 31, 1994 5
Statement of Changes in Net Assets Available for Benefits for the Year
Ended December 31, 1995 6
Statement of Changes in Net Assets Available for Benefits for the Year
Ended December 31, 1994 7
Notes to Financial Statements 8
SUPPLEMENTAL SCHEDULES:
Assets Held for Investment, December 31, 1995 11
Reportable Transactions for the Year Ended December 31, 1995 12
</TABLE>
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<PAGE> 3
INDEPENDENT AUDITORS' REPORT
To the Trustee and Participants of the
Pool Company 401(k) Savings Plan:
We have audited, by fund and in total, the accompanying statements of net
assets available for benefits of the Pool Company 401(k) Savings Plan (the
"Plan") as of December 31, 1995 and 1994, and the related statements of changes
in net assets available for benefits for the years then ended. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such financial statements present fairly, by fund and in total,
in all material respects, the net assets available for benefits of the Plan at
December 31, 1995 and 1994, and the changes in net assets available for
benefits for the years then ended in conformity with generally accepted
accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of (1)
assets held for investment as of December 31, 1995, and (2) reportable
transactions for the year ended December 31, 1995, are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements, but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These schedules are the
responsibility of the Plan's management. Such schedules have been subjected to
the auditing procedures applied in our audit of the basic 1995 financial
statements and, in our opinion, are fairly stated in all material respects when
considered in relation to the basic financial statements taken as a whole.
DELOITTE & TOUCHE LLP
Houston, Texas
May 9, 1996
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<PAGE> 4
POOL COMPANY 401(k) SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS,
DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FUNDS
---------------------------------------------------------
NEW
STABLE NEW EQUITY CAPITAL AMERICA
VALUE INCOME INCOME APPRECIATION GROWTH
<S> <C> <C> <C> <C> <C>
ASSETS:
Receivables:
Employer contributions $ 1,309 $ 244 $ 577 $ 320 $ 559
Employee contributions 20,656 4,933 20,484 10,354 17,926
---------- -------- ---------- ---------- ----------
Total 21,965 5,177 21,061 10,674 18,485
---------- -------- ---------- ---------- ----------
Investments (at fair value):
T. Rowe Price mutual funds 4,688,799 962,952 3,612,862 1,840,558 2,853,293
Pool Energy Services Co. common stock
Participant loans
---------- -------- ---------- ---------- ----------
Total 4,688,799 962,952 3,612,862 1,840,558 2,853,293
---------- -------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $4,710,764 $968,129 $3,633,923 $1,851,232 $2,871,778
========== ======== ========== ========== ==========
<CAPTION>
FUNDS
-------------------------------------
PRIME POOL ENERGY
RESERVE SERVICES CO. PARTICIPANT
FUND COMMON STOCK LOANS TOTAL
<S> <C> <C> <C> <C>
ASSETS:
Receivables:
Employer contributions $ 237 $ 3,246
Employee contributions 4,158 78,511
-------- -------- -------- -----------
Total 4,395 81,757
-------- -------- -------- -----------
Investments (at fair value):
T. Rowe Price mutual funds $865,370 14,823,834
Pool Energy Services Co. common stock 576,878 576,878
Participant loans $506,815 506,815
-------- -------- -------- -----------
Total 865,370 576,878 506,815 15,907,527
-------- -------- -------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $865,370 $581,273 $506,815 $15,989,284
======== ======== ======== ===========
</TABLE>
See notes to financial statements.
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<PAGE> 5
POOL COMPANY 401(k) SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS,
DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FUNDS
----------------------------------------
STABLE NEW EQUITY CAPITAL
VALUE INCOME INCOME APPRECIATION
<S> <C> <C> <C> <C>
ASSETS:
Receivables:
Employer contributions $ 492 $ 173 $ 305 $ 178
Employee contributions 9,363 3,691 12,111 6,286
-------- -------- -------- --------
Total 9,855 3,864 12,416 6,464
-------- -------- -------- --------
Investments (at fair value):
T. Rowe Price mutual funds 759,941 287,413 975,539 548,501
Pool Energy Services Co.
common stock
-------- -------- -------- --------
Total 759,941 287,413 975,539 548,501
-------- -------- -------- --------
NET ASSETS AVAILABLE FOR BENEFITS $769,796 $291,277 $987,955 $554,965
======== ======== ======== ========
<CAPTION>
FUNDS
----------------------
NEW POOL ENERGY
AMERICA SERVICES CO.
GROWTH COMMON STOCK TOTAL
<S> <C> <C> <C>
ASSETS:
Receivables:
Employer contributions $ 361 $ 134 $ 1,643
Employee contributions 11,024 2,655 45,130
-------- -------- ----------
Total 11,385 2,789 46,773
-------- -------- ----------
Investments (at fair value):
T. Rowe Price mutual funds 807,438 3,378,832
Pool Energy Services Co.
common stock 230,026 230,026
-------- -------- ----------
Total 807,438 230,026 3,608,858
-------- -------- ----------
NET ASSETS AVAILABLE FOR BENEFITS $818,823 $232,815 $3,655,631
======== ======== ==========
</TABLE>
See notes to financial statements.
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<PAGE> 6
POOL COMPANY 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1995
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FUNDS
---------------------------------------------------------
NEW
STABLE NEW EQUITY CAPITAL AMERICA
VALUE INCOME INCOME APPRECIATION GROWTH
<S> <C> <C> <C> <C> <C>
ADDITIONS:
Employer contributions $ 66,362 $ 18,240 $ 55,751 $30,049 $48,365
Employee contributions 457,084 151,383 507,001 283,757 449,966
Rollovers, including mergers
and transfers 3,065,638 410,886 1,687,255 890,601 1,168,603
Dividends and interest 142,618 35,505 165,344 148,096 142,362
Net appreciation of investments (Note 3) 48,158 359,153 28,037 326,224
---------- -------- ---------- ---------- ----------
Total 3,731,702 664,172 2,774,504 1,380,540 2,135,520
DEDUCTIONS -
Employee benefit payments and withdrawals (148,523) (42,804) (90,241) (40,564) (108,096)
INTERFUND TRANSFERS 357,789 55,484 (38,295) (43,709) 25,531
---------- -------- ---------- ---------- ----------
INCREASE IN NET ASSETS AVAILABLE FOR
BENEFITS 3,940,968 676,852 2,645,968 1,296,267 2,052,955
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR 769,796 291,277 987,955 554,965 818,823
---------- -------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $4,710,764 $968,129 $3,633,923 $1,851,232 $2,871,778
========== ======== ========== ========== ==========
<CAPTION>
FUNDS
--------------------------------------
PRIME POOL ENERGY
RESERVE SERVICES CO. PARTICIPANT
FUND COMMON STOCK LOANS TOTAL
<S> <C> <C> <C> <C>
ADDITIONS:
Employer contributions $14,978 $233,745
Employee contributions 117,734 1,966,925
Rollovers, including mergers
and transfers $1,725,690 183,942 $606,633 9,739,248
Dividends and interest 24,342 1,967 660,234
Net appreciation of investments (Note 3) 104,624 866,196
---------- -------- -------- -----------
Total 1,750,032 423,245 606,633 13,466,348
DEDUCTIONS -
Employee benefit payments and withdrawals (664,566) (37,901) (1,132,695)
INTERFUND TRANSFERS (220,096) (36,886) (99,818)
---------- -------- -------- -----------
INCREASE IN NET ASSETS AVAILABLE FOR
BENEFITS 865,370 348,458 506,815 12,333,653
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR 232,815 3,655,631
---------- -------- -------- -----------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $ 865,370 $581,273 $506,815 $15,989,284
========== ======== ======== ===========
</TABLE>
See notes to financial statements.
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<PAGE> 7
POOL COMPANY 401(k) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1994
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
FUNDS
-------------------------------------------------------------------
NEW POOL ENERGY
STABLE NEW EQUITY CAPITAL AMERICA SERVICES CO.
VALUE INCOME INCOME APPRECIATION GROWTH COMMON STOCK TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Employer contributions $ 40,108 $ 16,550 $ 41,970 $ 22,927 $ 41,199 $ 12,915 $ 175,669
Employee contributions 270,946 103,491 316,489 167,138 290,725 76,594 1,225,383
Dividends 36,857 19,578 74,505 43,190 16,106 190,236
Net depreciation of investments (Note 3) (25,306) (37,834) (26,643) (70,864) (29,827) (190,474)
-------- -------- -------- -------- -------- -------- ----------
Total 347,911 114,313 395,130 206,612 277,166 59,682 1,400,814
-------- -------- -------- -------- -------- -------- ----------
DEDUCTIONS -
Employee benefit payments and withdrawals (86,861) (30,362) (76,336) (38,989) (69,942) (26,176) (328,666)
INTERFUND TRANSFERS 2,578 (33,739) (459) 22,935 (33,611) 42,296
-------- -------- -------- -------- -------- -------- ----------
INCREASE IN NET ASSETS AVAILABLE
FOR BENEFITS 263,628 50,212 318,335 190,558 173,613 75,802 1,072,148
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR 506,168 241,065 669,620 364,407 645,210 157,013 2,583,483
-------- -------- -------- -------- -------- -------- ----------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $769,796 $291,277 $987,955 $554,965 $818,823 $232,815 $3,655,631
======== ======== ======== ======== ======== ======== ==========
</TABLE>
See notes to financial statements.
- 7 -
<PAGE> 8
POOL COMPANY 401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 1995
- --------------------------------------------------------------------------------
1. PLAN DESCRIPTION
GENERAL - The Pool Company 401(k) Savings Plan (the "Plan") is a defined
contribution plan, intended to qualify under Sections 401(a), 401(k),
401(m) and 501(a) of the Internal Revenue Code (the "Code"), which is
maintained for eligible employees of Pool Company and its participating
subsidiaries (collectively, the "Company"). The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
("ERISA"). The effective date of the Plan was January 1, 1991.
During 1995, the Plan was amended to include as eligible employers
certain entities that had been acquired by the Company in 1994 and 1995.
Certain benefit plans maintained by these entities were terminated or
merged into the plan, and eligible participants in the prior plans became
immediately eligible to participate in the Plan. Eligible assets of the
terminated plan were distributed to the participants, rolled into the
Plan or rolled into other qualified plans depending on the participants'
direction. All other assets of the merged or terminated plans were
merged or transferred into the Plan. The Plan was further amended to
accept existing participant loans, subject to their originating terms,
transferred in from a new eligible employer. No new loans are available
to any participants of the Plan.
THE TRUST - The Pool Company 401(k) Savings Plan Trust (the "Trust") was
established effective January 1, 1991, to hold and invest the
contributions made by the Company and participants under the Plan. T.
Rowe Price Trust Company (the "Trustee") manages the trust and maintains
individual accounts for each participant.
PARTICIPANT LOANS - Participant loans relate to balances outstanding for
a new eligible employer in 1995 that were rolled over into the Plan (see
Note 1 - General). Loan transactions are treated as a transfer to (from)
the applicable investment fund from (to) the Participant Loans fund.
Loan terms range from one to five years. The loans are secured by the
balance in the participant's account and bear interest at a rate
commensurate with local prevailing rates. Interest rates range from 9
percent to 11 percent. Principal and interest are paid ratably through
monthly payroll deductions.
ALLOCATION OF INVESTMENT INCOME - The net earnings or loss of each fund
within the Trust, including capital gains or losses whether or not
realized, are allocated to individual participant accounts in that fund
based on the ratio that the value of each participant's account bears to
the value of all accounts in that fund as of the valuation date.
ELIGIBILITY - All full-time and part-time employees of the Company not
covered by a collective bargaining agreement who have attained age 21 and
completed one year of service are eligible to participate in the Plan.
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<PAGE> 9
CONTRIBUTIONS - Employees may contribute, on a pretax basis, an amount up
to 12% of their annual compensation, subject to limitations set forth in
the Plan. Employee contributions (and the related employer matching
contribution) are directed to the various available investment options by
the employee and may be changed at any time at the employee's request.
The Company is currently matching 25% of the first $1,000 of each
employee's annual contribution. Company contributions are voluntary and
may be terminated or amended at any time.
VESTING - Participants are 100% vested in the balance resulting from
their employee contributions and resultant net earnings or loss. Vesting
in the employer matching contribution account is based on a participant's
total years of service as follows:
<TABLE>
<CAPTION>
YEARS OF SERVICE VESTING PERCENTAGE
<S> <C>
1 0
2 25
3 50
4 75
5 or more 100
</TABLE>
WITHDRAWALS - Withdrawals prior to age 65 are allowed only at the
termination of employment or on a hardship basis subject to Internal
Revenue Service regulations.
FORFEITURES - At December 31, 1995, unallocated forfeitures of $1,222
were held in the Stable Value Fund and are available to reduce future
employer contributions.
TERMINATION OF THE PLAN - The Company may discontinue contributions or
amend or terminate the Plan at any time. If the Plan is terminated,
participants will become fully vested in Company contributions and
resultant net earnings or loss and distributions will be made to
participants and beneficiaries in proportion to their account balances
after payment of expenses properly chargeable to the Trust.
RECLASSIFICATIONS - Certain reclassifications have been made to conform
the 1994 amounts to the 1995 presentation.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Plan have been prepared using the accrual
basis of accounting.
Investments are stated at fair value as determined by reference to
published market quotations.
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<PAGE> 10
3. NET APPRECIATION (DEPRECIATION) OF INVESTMENTS
Net appreciation (depreciation) of investments consisted of the following:
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
Proceeds from sale of Pool Energy Services Co. common stock $126,257 $ 66,708
Cost based on current value 107,949 63,607
-------- ---------
Realized gain on sale of investments 18,308 3,101
Unrealized appreciation (depreciation) of Pool Energy
Services Co. common stock 86,316 (32,928)
Net investment gain (loss) from registered investment
companies (T. Rowe Price) 761,572 (160,647)
-------- ---------
Total $866,196 $(190,474)
======== =========
</TABLE>
4. FEDERAL INCOME TAXES
The Company has obtained a favorable determination letter from the
Internal Revenue Service that the Plan qualifies under Section 401(a) of
the Code. Accordingly, earnings of the Plan are exempt from federal
income taxes, and employees' contributions to the Plan are a reduction of
their income for federal income tax purposes, subject to applicable
limitations. The Plan has been amended since receiving the determination
letter. However, the Plan administrator believes that the Plan is
designed and is currently being operated in compliance with the
applicable requirements of the Code.
5. ADMINISTRATIVE EXPENSES
The Company may pay all expenses incurred in the administration of the
Plan, including expenses and fees of the Trustee, but it shall not be
obligated to do so. Any such expenses not paid by the Company shall be
paid from the trust fund. The Company incurred administrative expenses
of $31,004 and $30,219 in 1995 and 1994, respectively.
6. PARTIES-IN-INTEREST
Both the Company and the Trustee are parties-in-interest to the Plan as
defined in Section 406 of ERISA.
******
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<PAGE> 11
POOL COMPANY 401(k) SAVINGS PLAN
Item 27a SUPPLEMENTAL SCHEDULE OF ASSETS HELD
FOR INVESTMENT DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NUMBER OF ORIGINAL FAIR
DESCRIPTION OF ASSET SHARES/UNITS COST VALUE
<S> <C> <C> <C>
T. Rowe Price:*
Stable Value Fund 4,688,799 $ 4,688,799 $ 4,688,799
New Income Mutual Fund 103,766 934,049 962,952
Equity Income Mutual Fund 180,553 3,284,912 3,612,862
Capital Appreciation Mutual Fund 134,642 1,831,635 1,840,558
New America Growth Mutual Fund 81,733 2,543,066 2,853,293
Prime Reserve Fund 865,370 865,370 865,370
Pool Energy Services Co. Common Stock* 60,724 521,365 576,878
Participant Loans 506,815 506,815
----------- -----------
TOTAL $15,176,011 $15,907,527
</TABLE> =========== ===========
*Party-in-interest
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<PAGE> 12
POOL COMPANY 401(k) SAVINGS PLAN
Item 27d/ SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Purchases
--------------------------------------
Number of
Number of Shares or Cost
Transactions Units (1) (2)
<S> <C> <C> <C>
I. SINGLE TRANSACTION
T. Rowe Price:*
Stable Value Fund 1 183,611 $ 183,611
Stable Value Fund 1 1,881,486 1,881,486
Stable Value Fund 1 243,403 243,403
Stable Value Fund 1 553,102 553,102
New Income Fund 1 22,495 203,359
New America Growth Fund 1 19,243 681,774
New America Growth Fund 1 6,840 244,040
Equity Income Fund 1 28,497 548,843
Equity Income Fund 1 37,358 725,857
Capital Appreciation Fund 1 36,968 532,342
Prime Reserve Fund 1 373,125 373,125
Prime Reserve Fund 1 626,398 626,398
Prime Reserve Fund 1 330,591 330,591
II. SERIES OF TRANSACTIONS IN THE SAME SECURITY
T. Rowe Price:*
Stable Value Fund 423 4,142,204 4,142,204
New Income Mutual Fund 262 77,482 694,307
Equity Income Mutual Fund 240 132,599 2,984,750
Capital Appreciation Mutual Fund 180 98,789 1,383,955
New America Growth Mutual Fund 243 60,226 2,008,587
Prime Reserve Fund 62 1,745,959 1,745,959
Pool Energy Services Co. Common Stock* 103 41,616 359,952
<CAPTION>
Sales
----------------------------------------------------
Number of
Number of Shares or Proceeds Original Gain
Transactions Units (1) (3) Cost (Loss)
<S> <C> <C> <C> <C> <C>
I. SINGLE TRANSACTION
T. Rowe Price:*
Stable Value Fund
Stable Value Fund
Stable Value Fund
Stable Value Fund
New Income Fund
New America Growth Fund
New America Growth Fund
Equity Income Fund
Equity Income Fund
Capital Appreciation Fund
Prime Reserve Fund
Prime Reserve Fund
Prime Reserve Fund
II. SERIES OF TRANSACTIONS IN THE SAME SECURITY
T. Rowe Price:*
Stable Value Fund 400 219,229 $219,229 $219,229
New Income Mutual Fund
Equity Income Mutual Fund 316 13,017 206,412 189,556 $16,856
Capital Appreciation Mutual Fund
New America Growth Mutual Fund 324 10,198 288,929 270,629 18,300
Prime Reserve Fund 56 883,748 883,748 883,748
Pool Energy Services Co. Common Stock*
</TABLE>
The above transactions represent those defined as reportable transactions by
Section 2520.103-6 of the Annual Reporting Requirements of the Employee
Retirement Income Security Act of 1974. Five percent of the fair market value
of the Plan's assets at January 1, 1995 was used to determine those
transactions requiring disclosure.
(1) These amounts were equal to the current value of the assets on the
transaction date.
(2) Cost of purchases includes expenses incurred on transactions
(e.g., commissions and transfer fees).
(3) Proceeds are net of expenses incurred on transactions.
*Party-in-interest
- 12 -
<PAGE> 13
EXHIBITS
<TABLE>
<CAPTION>
ITEM
- ----
<S> <C>
23.1 WRITTEN CONSENT OF DELOITTE & TOUCHE LLP DATED JUNE 26, 1996
</TABLE>
SIGNATURES
THE PLAN. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF
1934, THE PLAN ADMINISTRATOR HAS DULY CAUSED THIS ANNUAL REPORT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED HEREUNTO DULY AUTHORIZED.
POOL COMPANY 401(k) SAVINGS PLAN
(NAME OF PLAN)
DATE: JUNE 26, 1996 BY:
------------------------------------
B. G. GORDON
CONTROLLER FOR
POOL COMPANY, PLAN ADMINISTRATOR
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<PAGE> 14
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
ITEM
- ----
<S> <C>
23.1 WRITTEN CONSENT OF DELOITTE & TOUCHE LLP DATED JUNE 26, 1996
</TABLE>
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
33-42194 of Pool Energy Services Co. on Form S-8 of our report dated May 9,
1996, appearing in this Annual Report on Form 11-K of the Pool Company 401(k)
Savings Plan for the year ended December 31, 1995.
DELOITTE & TOUCHE LLP
/s/ Deloitte & Touche LLP
Houston, Texas
June 27, 1996
